Exhibit 2.2
June 28, 2006
Telex Communications Holdings, Inc.
00000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Attn.: Xxxxxxx Xxxxxxx,
Chief Financial Officer
Re: Agreement and Plan of Merger - Amendment No.l
Gentlemen:
Reference is made to that certain Agreement and Plan of Merger made as of
June 28, 2006 (the "Merger Agreement") by and among Professional Communications
Security & Imaging International Holdings BV ("Buyer"), STHNL Acquisition Corp.
("Merger Sub"), Telex Communications Holdings, Inc. (the "Company") and FS
Private Investments III LLC, in its capacity as the Representative. Any
capitalized term used but not defined herein shall have the definition given in
the Merger Agreement.
This letter is intended to confirm our mutual understanding that the Merger
Agreement is hereby amended as set forth below.
1. Indemnity Escrow Amount. Section 3.2(b)(iv), clause (A) of the Merger
Agreement is hereby amended to delete the words "ten million dollars
($10,000,000)" and to insert, in substitution therefor, the words "eleven
million five hundred thousand dollars ($11,500,000)." The form of Escrow
Agreement annexed to the Merger Agreement is hereby amended accordingly.
2. Certain Indemnification Items. Notwithstanding any provision of the
Merger Agreement to the contrary, after the Closing each of the Buyer
Indemnified Parties shall be indemnified and held harmless solely out of the
Indemnity Escrow Amount from and against any and all Losses arising out of or
attributable to each of the matters set forth in Schedule 1 to this Amendment
No. 1. The indemnification referred to in the preceding sentence shall be
subject to any limitations set forth in Schedule 1, but shall not be subject to
any restriction or limitation under the Basket Amount provisions of Section
11.3(a) of the Merger Agreement or the de minimis claim provisions of Section
11.3(e) of the Merger Agreement.
3. Additional Purchase Price Adjustment. In the event that the condition
set forth in Schedule 2 to this Amendment No. 1 has not been satisfied on or
before the Closing Date, the wording of clause A of the definition of "Initial
Merger Consideration" in Article I of the Merger Agreement shall be amended
automatically, without the need of
further action by any party hereto, to delete the words "four hundred twenty
million dollars ($420,000,000)" and to insert, in substitution therefor, the
words "four hundred seventeen million five hundred thousand dollars
($417,500,000)."
4. Certain Guarantees. Notwithstanding anything in the Merger Agreement to
the contrary, with reference to the Deutsche Bank and Commerzbank guarantees
listed in Disclosure Schedule 8.3 to the Merger Agreement, the Company and its
Subsidiaries shall not be required to obtain a release of their obligations
under such guarantees and such guarantees shall not be required to be replaced
by Buyer unless otherwise agreed by Buyer and the Company, and neither Buyer nor
the Company shall be deemed to be in breach of any obligation under the Merger
Agreement thereby.
5. Confirmation. The Merger Agreement, as hereby amended, is hereby
ratified and confirmed by the parties signatory hereto. Any reference to the
Merger Agreement in any other document or communication shall be deemed to refer
to the Merger Agreement as amended by this Amendment No. 1. The execution and
delivery of this Amendment No. 1 shall not constitute a modification, amendment
or waiver of any provision of the Merger Agreement other than as expressly
provided herein.
Please countersign this letter below to confirm that it represents a legal
and binding agreement among us.
Very truly yours,
Professional Communications Security &
Imaging International Holdings BV
By: /s/ Uwe Glock
------------------------------------
Name: Uwe Glock
Title: Authorized Signatory
Agreed:
Telex Communications Holdings, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President and CEO
STHNL Acquisition Corp.
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
FS Private Investments III LLC
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
