EXHIBIT 2.2
FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (the "First
Amendment") is effective as of the 14th day of September, 2000 between HEICO
Aviation Products Corp., a Florida corporation ("Seller"), and Hobart Brothers
Company, an Ohio corporation and a wholly owned subsidiary of Illinois Tool
Works Inc. ("Buyer").
WHEREAS, Buyer and Seller have entered into a Stock Purchase Agreement
dated as of August 1, 2000 (the "Purchase Agreement"), pursuant to which Seller
has agreed to sell and Buyer has agreed to buy all of the issued and outstanding
shares of common stock, no par value (the "Stock"), of Trilectron Industries,
Inc., a New York corporation (the "Company") (all terms not otherwise defined
herein shall have the meanings ascribed thereto in the Purchase Agreement); and
WHEREAS, Buyer and Seller desire to amend certain provisions of the
Purchase Agreement as more fully set forth herein;
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Amendment to the Purchase Agreement. The Purchase Agreement is
hereby amended as follows:
1.1 Section 2.2 of the Purchase Agreement is hereby amended by deleting
the same in its entirety and inserting in lieu thereof the following:
"2.2 Purchase Price. In consideration of the sale, transfer,
assignment, conveyance and delivery of the Stock, Buyer shall (a) pay
to Seller $52,500,000 by wire transfer of immediately available funds
from Buyer to Seller or Seller's designee on the Closing Date, and (b)
deliver an unsecured promissory note for an additional $12,000,000 the
terms of which are reasonably agreeable to the Buyer (collectively, (a)
and (b), shall be the "Purchase Price").
1.2 Section 2.5 of the Purchase Agreement is hereby amended by deleting
the same in its entirety and inserting in lieu thereof the following:
"2.5 Post Closing Purchase Price Adjustment. Within five
business days after the Closing Net Worth is determined in accordance with
Articles 2.3 and 2.4, if applicable, then the Purchase Price shall be adjusted
as follows: if the Closing Net Worth is greater than $34,127,000, then Buyer
shall be obligated to deliver to Seller an additional amount by wire transfer
(to an account specified by Seller in writing) in immediately
available funds, an amount equal to the amount by which the Closing Net Worth
exceeds $34,127,000. If the amount of Closing Net Worth is less than
$34,127,000, then Seller shall refund to Buyer, by wire transfer (to the account
specified by Buyer in writing) in immediately available funds, an amount equal
to $34,127,000 less the amount of the Closing Net Worth."
2. References. All references in the Purchase Agreement to "this
Agreement" shall hereafter refer to the Purchase Agreement as amended hereby.
3. Counterparts. This First Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4. Full Force and Effect. The Purchase Agreement, as amended by this
First Amendment, is now and remains hereafter in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed on their behalf, by their respective officers, thereunto duly
authorized, as of the date first above written.
HOBART BROTHERS COMPANY HEICO AVIATION PRODUCTS CORP.
By: By:
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Xxxxx Xxxxxx Xxxxxx X. Xxxxxxxxx,
Vice President Chief Executive Officer
For good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged and as a material inducement for HEICO Aviation Products
Corp. to enter into the foregoing stock purchase agreement, the undersigned, the
sole stockholder of Hobart Brothers Company, represents and warrants to HEICO
Aviation Products Corp., that Hobart Brothers Company has sufficient financial
resources to perform its obligations under the foregoing stock purchase
agreement and knows of no circumstances or conditions that will prevent the
availability of such financial resources as of the closing of the transactions
contemplated by the foregoing stock purchase agreement.
ILLINOIS TOOL WORKS INC.
By:
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Name:
Title:
