EXHIBIT 2.2
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
AMENDMENT NO. 1 (the "Amendment"), dated as of April 25, 2003, by and
among The News Corporation Limited, an Australia corporation (the "Purchaser"),
Xxxxxx Electronics Corporation, a Delaware corporation ("Xxxxxx"), and General
Motors Corporation, a Delaware corporation ("GM"), to the Stock Purchase
Agreement, dated as of April 9, 2003 (the "Agreement"), by and among Purchaser,
Xxxxxx and GM.
WHEREAS, the parties hereto desire to enter into this Amendment so as
to make certain modifications to Exhibit F to the Agreement;
WHEREAS, Section 14.12 of the Agreement permits the Purchaser, GM and
Xxxxxx to amend the Agreement only by written instrument signed on behalf of
each of the parties to the Agreement; and
WHEREAS, GM, Xxxxxx and Purchaser have approved this Amendment and deem
it advisable and in the best interests of their respective companies and
stockholders to enter into this Amendment;
NOW, THEREFORE, for good and valuable consideration and in
consideration of the respective representations, warranties, covenants and
agreements set forth in the Agreement, the parties agree as follows:
ARTICLE I
AMENDMENT
Section 1.1 Exhibit Substitution. Exhibit F to the Agreement is hereby
amended by deleting such exhibit in its entirety and replacing it with Exhibit F
attached hereto.
ARTICLE II
MISCELLANEOUS
Section 2.1 Counterparts. This Amendment may be executed in
counterparts, which together shall constitute one and the same Amendment. The
parties may execute more than one copy of this Amendment, each of which shall
constitute an original.
Section 2.2 Governing Law. This Amendment shall be governed and
construed in accordance with the laws of the State of Delaware (without regard
to principles of conflicts of laws).
Section 2.3 Definitions; Ratification; References. Capitalized terms
used herein and not otherwise defined shall have the meanings ascribed to them
in the Agreement. Except as expressly amended hereby, the provisions of the
Agreement are and shall remain unmodified and in full force and effect. Each
future reference to "hereof", "herein", "hereunder", "hereby" and "this
Agreement" shall refer to the Agreement as amended by this Amendment.
Notwithstanding the foregoing, references to the date of the Agreement, as
amended hereby, shall in all instances remain as April 9, 2003, and references
to "the date hereof" and "the date of the Agreement" shall continue to refer to
April 9, 2003.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.
XXXXXX ELECTRONICS CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Sr. Vice President & General
Counsel
THE NEWS CORPORATION LIMITED
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Director
GENERAL MOTORS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Assistant General Counsel
