EXHIBIT 2.2
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FIRST AMENDMENT
DATED AS OF MARCH 31, 2000
TO
STOCK PURCHASE AGREEMENT
DATED AS OF DECEMBER 23, 1999
BY AND AMONG
MJD VENTURES, INC.
TPG COMMUNICATIONS, INC.
TPG PARTNERS, L.P.,
TPG PARALLEL I, L.P.,
J. XXXXXX XXXXX
AND
XXXXXX XX XXXXX
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FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
FIRST AMENDMENT (this "First Amendment") dated as of March 31, 2000 to STOCK
PURCHASE AGREEMENT (the "Stock Purchase Agreement"), dated as of December 23,
1999, by and among MJD Ventures, Inc. ("MJD"), TPG Communications, Inc.
("TPGC"), TPG Partners, L.P. ("TPGP"), TPG Parallel I, L.P. ("TPGI"), J. Xxxxxx
Xxxxx ("Xxxxx") and Xxxxxx Xx Xxxxx ("Xx Xxxxx").
WHEREAS, MJD, TPGC, TPGP, TPGI, Xxxxx and Xx Xxxxx are parties to a Stock
Purchase Agreement dated as of December 23, 1999; and
WHEREAS, the parties hereto desire to amend the Stock Purchase Agreement and
certain related agreements upon the terms and subject to the conditions set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 DEFINITIONS. Capitalized terms used and not otherwise defined
herein shall have the respective meanings assigned to them in the Stock Purchase
Agreement.
ARTICLE II
AMENDMENTS TO THE STOCK PURCHASE AGREEMENT
Section 2.1 AMENDMENT TO ARTICLE 2. Article 2 of the Stock Purchase
Agreement is hereby amended by adding new Sections 2.6 and 2.7 following
Section 2.5 which shall read as follows:
Section 2.6 FURTHER AGREEMENTS RELATED TO PRELIMINARY BALANCE
SHEET. Notwithstanding anything in this First Amendment to the contrary,
the balance sheet identified as "March 31, 2000 Balance Sheet" included in
the document attached hereto as Exhibit A shall constitute the Preliminary
Balance Sheet and the amount identified as the "Adjusted Purchase Price"
thereon shall constitute the aggregate amount to be paid to the Sellers, the
Stock Option Holders and the Plan Participants pursuant to
Section 2.2(a)(i) of the Stock Purchase Agreement on the Closing Date and
$70,884,270.91 shall be the amount of Indebtedness for Borrowed Money
payable to the holders of Indebtedness for Borrowed Money outstanding as of
the Effective Time pursuant to Section 2.2(a)(iii) of the Stock Purchase
Agreement on the Closing Date. Notwithstanding anything in this First
Amendment to the contrary, the Purchase Price, as calculated for purposes of
Section 2.2(b), shall be calculated without regard to the interest amount of
$79,547.40 reflected in the Preliminary Balance Sheet.
Section 2.7 CLOSING DATE. Notwithstanding anything in the Stock
Purchase Agreement to the contrary, the Closing shall take place at the
offices of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 at 9:00 a.m. local time on April 3, 2000. The parties agree
that the Closing Date shall be April 3, 2000 for all purposes.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1 REPRESENTATIONS OF THE PARTIES. Each of the parties hereto
hereby represents and warrants, as to itself only to the other parties hereto
that this First Amendment has been duly executed and delivered by such party and
(assuming this First Amendment has been duly authorized, executed and delivered
by the other parties hereto) constitutes a legal, valid and binding agreement of
such party, enforceable against such party in accordance with its terms, except
that (i) such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws, now or
hereafter in effect, relating to creditors' rights generally and (ii) the remedy
of specific
performance and injunctive and other forms of equitable relief, may be subject
to equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
ARTICLE IV
MISCELLANEOUS
Section 4.1 AMENDMENT. All references in the Stock Purchase Agreement
(and in the other agreements, documents and instruments entered into in
connection therewith) to the "Agreement", the "Purchase Agreement", or the
"Stock Purchase Agreement" shall be deemed for all purposes to refer to the
Stock Purchase Agreement as amended by this First Amendment.
Section 4.2 LIMITED EFFECT. Except as expressly modified herein, the
Stock Purchase Agreement shall continue to be, and shall remain, in full force
and effect and the valid and binding obligation of the parties thereto in
accordance with its terms.
Section 4.3 COUNTERPARTS. This First Amendment may be executed in two or
more counterparts, each of which shall be considered one and the same agreement
and shall become effective when two or more counterparts have been signed by
each of the parties and delivered to the other parties.
Section 4.4 GOVERNING LAW. This First 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.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed as of the date first written above.
SELLERS:
TPG PARTNERS, L.P.
TPG GENPAR, L.P.
By: TPG ADVISORS, INC.
By: /s/ XXXXXXX X. XXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG PARALLEL I, L.P.
TPG GENPAR, L.P.
By: TPG ADVISORS, INC.
By: /s/ XXXXXXX X. XXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
/s/ J. XXXXXX XXXXX
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J. Xxxxxx Xxxxx
/s/ XXXXXX XX XXXXX
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Xxxxxx Xx Xxxxx
BUYERS:
MJD VENTURES, INC.
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TPGC:
TPG COMMUNICATIONS, INC.
By: /s/ XXXXXX XX XXXXX
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Name:
Title:
