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EXHIBIT 2.2
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT (the "Amendment") to the AGREEMENT AND
PLAN OF MERGER, dated as of December 4, 1997 (the "Merger Agreement") is entered
into as of the 2nd day of February, 1998 by and among WHEELS SPORTS GROUP, INC.,
a North Carolina corporation (the "Company"), RACING CHAMPIONS CORPORATION, a
Delaware corporation ("Parent"), and WSG ACQUISITION, INC., a North Carolina
corporation and a wholly owned subsidiary of Parent ("Acquisition").
RECITAL
The Company, Parent and Acquisition mutually desire to amend
the Merger Agreement in the manner set forth in this Amendment.
AGREEMENTS
In consideration of the recital and the agreements set forth
in the Merger Agreement as amended hereby, the parties agree:
1. Section 6.01(d)(vii) of the Merger Agreement is amended to
read in its entirety as follows:
(vii) Parent shall have given written notice to the
Company not later than February 10, 1998 specifying that Parent, upon
completion by Parent and its representatives of a due diligence investigation
of the Company and its subsidiaries, is not reasonably satisfied as to the
operations of the Company and its subsidiaries and their respective businesses,
assets and prospects.
2. Except as amended by this Amendment, the Merger Agreement
remains in effect, unchanged and binding upon the parties thereto.
3. This Amendment may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which shall
constitute one and the same agreement.
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4. The Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the
principles of conflicts of law thereof.
RACING CHAMPIONS
CORPORATION
BY /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Vice President-
Finance and Operations and Secretary
WSG ACQUISITION, INC.
BY /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Vice President,
Treasurer and Secretary
WHEELS SPORTS GROUP, INC.
BY /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx. X. Xxxxxxx, Xx., President
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