EXHIBIT 2.2
SECOND AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENT
THIS AGREEMENT (the "Amendment Agreement") is made as of this 1st
day of May, 1997, by and between Xxxxxx Xxxxxx, an individual, ("Xxxxxx")
Xxxxxxx Xxxxxx, an individual, Xxxxxx Xxxxxx as trustee of The Xxxx Xxxxxx
Xxxxxxxx Trust, (the "Xxxx Trust") and Xxxxxx Xxxxxx as trustee of The Xxxxxx
Xxxxxx Oxfeld Trust (the "Xxxxxx Trust") (each a "Seller" and collectively
"Sellers"), on the one hand, and Security Systems Holdings, Inc., a Delaware
corporation ("Purchaser"), on the other hand. The Xxxx Xxxxxx Espositio Trust
and the Xxxxxx Xxxxxx Xxxxxx Trust are herein referred to as the "Trusts."
Xxxxxx and Xxxxxxx Xxxxxx are sometimes referred to herein collectively as the
"Principal Sellers."
W I T N E S S E T H:
WHEREAS, the parties are parties to a certain Stock Purchase and Sale
Agreement dated as of the 20th day of December, 1996 and amended by agreement
dated the 28th day of February, 1997 (the "Agreement"); and
WHEREAS, the parties now wish to amend certain provisions of the
Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and provisions hereof, the parties hereby agree as follows:
1. Section 6.1.3 of the Agreement is hereby amended to read in its
entirety as follows:
"6.1.3 sell, transfer or otherwise dispose of, or agree to sell, transfer
or otherwise dispose of (other than in the ordinary course of business),
any of its assets, properties, services or rights, including inventories,
or cancel or otherwise terminate, or agree to cancel or otherwise
terminate, any debts or claims (other than ordinary course credits or
adjustments to accounts receivable), except the foregoing shall not
prohibit the disposition to Sellers of accounts of terminated customers
which have been turned over to collection, two one-year term life
insurance policies on the life of Xxxxxx in the face amounts of $3,000,000
and $2,000,000, respectively, the capital stock of Interstate Central
Systems, Inc. and the distribution to Xxxxxx described in Schedule 4;"
2. The alarm monitoring contracts in Interstate Central Systems, Inc. have
been transferred to Protective and the stock of Interstate Central Systems, Inc.
has been transferred to the Sellers. Section 9.1.1 is hereby amended by adding
two additional subsections (f) and (g), as follows:
"(f) any claim made against Protective by, or liability of
Protective to, a third party of any nature on account of a liability of
Interstate Central Systems, Inc. arising after the date of transfer of its
monitoring contracts to Protective other than any liability attributable
to the monitoring contracts; and
(g) accounts at no cost, which executives are listed on Exhibit A
attached to this amendment agreement and Purchaser agrees to honor such
agreements."
9. Except as amended herein, the Agreement remains in full force and
effect.
IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date first above written.
SELLERS: PURCHASER:
Security Systems Holdings, Inc.
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
By: /s/ Xxxxxxx X. XxxXxxxxxx
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Xxxxxxx X. XxxXxxxxxx
/s/ Xxxxxxx Xxxxxx Chairman
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Xxxxxxx Xxxxxx
The Xxxx Xxxxxx Xxxxxxxx Trust
By /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, trustee
The Xxxxxx Xxxxxx Oxfeld Trust
By /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, trustee
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