1
EXHIBIT 2.22
AMENDMENT NO. 3 TO LOGISTIC PURCHASE AGREEMENT
This Amendment No. 3 (the "Amendment") is made as of the 14th day of
October, 1998, by and among Xxxxxxxxxxx International, Inc. (f/k/a EVI, Inc.),
a Delaware corporation ("Weatherford"), Total Logistic Control, LLC, a Delaware
limited liability company ("TLC"), Christiana Companies, Inc., a Wisconsin
corporation ("Christiana"), and C2, Inc., a Wisconsin corporation ("C2").
W I T N E S S E T H:
WHEREAS, Xxxxxxxxxxx, Xxxxxxxxxx Acquisition, Inc., a Wisconsin
corporation ("Sub"), Christiana and C2 entered into an Agreement and Plan of
Merger dated as of December 12, 1997, as amended by Amendment No. 1 to
Agreement and Plan of Merger and Logistic Purchase Agreement dated as of May
26, 1998, by and among Weatherford, Sub, Xxxxxxxxxx, C2 and TLC, as amended by
an Amended and Restated Agreement and Plan of Merger dated as of October 14,
1998, by and among Weatherford, Sub, Christiana and C2, and as amended by
Amendment No. 1 to Amended and Restated Agreement and Plan of Merger dated as of
January 5, 1999, by and among Weatherford, Sub, Xxxxxxxxxx and C2;
WHEREAS, Xxxxxxxxxxx, Xxxxxxxxxx, C2 and Logistic entered into an
Agreement dated as of December 12, 1997, as amended by Amendment No. 1 to
Agreement and Plan of Merger and Logistic Purchase Agreement dated as of May
26, 1998, by and among Weatherford, Sub, Xxxxxxxxxx, C2 and TLC, and as amended
by Amendment No. 2 to Logistic Purchase Agreement dated as of October 14, 1998,
by and among Xxxxxxxxxxx, Xxxxxxxxxx, C2 and TLC (as amended, the "Logistic
Purchase Agreement"); and
WHEREAS, the parties to the Logistic Purchase Agreement now desire to
amend the Logistic Purchase Agreement as provided for herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:
SECTION 1. Amendments.
(a) Section 6.1(b)(i) of the Logistic Purchase Agreement
is hereby deleted and replaced in its entirety with the following:
"(i) If the Liability or claim relates primarily to the
historic assets, liabilities, operations or
businesses of TLC (the "TLC Historic Business"), TLC
shall, as between C2 and TLC, be primarily
responsible for the payment of such Liability and the
defense and
-1-
2
payment of such claim. If TLC does not defend or pay
such claim, C2 shall be responsible for the defense
and payment of such claim."
SECTION 2. Remainder of Agreement Not Affected. Except as set
forth in Section 1 hereof, the terms and provisions of the Logistic Purchase
Agreement remain in full force and effect and are hereby ratified and
confirmed.
SECTION 3. Counterparts. This Amendment may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
SECTION 4. Governing Law. All questions arising out of this
Amendment and the rights and obligations created herein, or its validity,
existence, interpretation, performance or breach shall be governed by the laws
of the State of Texas without regard to conflict of laws principles.
(SIGNATURES BEGIN ON THE NEXT PAGE)
-2-
3
IN WITNESS WHEREOF, each of the parties caused this Amendment to be
executed on its behalf by its officers thereunto duly authorized, all as of the
date first above written.
XXXXXXXXXXX INTERNATIONAL, INC.
("Weatherford")
By: /S/ XXXXXX X. XXXX
-------------------------------------
Xxxxxx X. Xxxx
Senior Vice President, General
Counsel and Secretary
TOTAL LOGISTIC CONTROL, LLC
("TLC")
By: /S/ XXXXXXX X. XXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxx
Vice President
CHRISTIANA COMPANIES, INC.
("Christiana")
By: /S/ XXXXXXX X. XXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxx
Chairman
C2, INC.
("C2")
By: /S/ XXXXXXX X. XXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxx
Chairman
