Contract
Exhibit
2.2
May 21,
2005
Xx. Xxxxx
Xxxxxxxxxx
Aluma
Enterprises, Inc.
0000
Xxxxxxxx Xxxxxx
Xxxxxxx,
XX X0X 0X0
Re: Asset
Purchase Agreement dated May 19, 2005
Dear Xx.
Xxxxxxxxxx:
Reference
is hereby made to that certain Asset Purchase Agreement dated May 19, 2005 (the
"Purchase Agreement") by and among Brand Services, Inc. (together with its
designees, "Purchaser") and Aluma Enterprises, Inc. and certain of its
subsidiaries (such entities being collectively referred to herein as the "Aluma
Group"). Unless otherwise defined herein, capitalized terms used but not defined
herein shall have the meanings given them in the Purchase
Agreement.
Brand and
the Aluma Group hereby agree to amend the definition of "Loan Commitment" as set
forth in the Purchase Agreement to read as follows:
"Loan
Commitment" shall mean the commitment letter of Credit Suisse First Boston, XX
Xxxxxx Xxxxx Bank, N.A. and X.X. Xxxxxx Securities, Inc. to the Purchaser dated
May 20, 2005, a copy of which has been provided to the Aluma Group, and the
preferred stock commitment letter from X.X. Xxxxxx Partners to Purchaser dated
May 20, 2005, a copy of which has been provided to the Aluma Group.
For good
and valuable consideration, Brand Intermediate Holdings, Inc. ("BIH") agrees and
covenants that it will use its best efforts to consummate the financing
contemplated by the preferred stock commitment letter from X.X. Xxxxxx Partners
to BIH dated May 20, 2005, and will use the proceeds thereof to fund the
purchase by Brand of the assets of the Aluma Group pursuant to the Purchase
Agreement. BIH further agrees that the Aluma Group is relying on this agreement
and covenants contained herein.
Aluma
Enterprises, Inc. ("AEI") represents and warrants to Purchaser that it has full
right, power and authority to enter into this letter agreement for and on behalf
of itself and the other members of the Aluma Group, and that the individual who
executes this letter agreement on behalf of AEI are fully authorized to do so,
and further acknowledge and agree that Purchaser is relying on the agreements
made herein. Purchaser represents and warrants to AEI and each other member of
the Aluma Group that it has full right, power and authority to enter into this
letter agreement for and on behalf of itself, and that the individual who
executes this letter agreement on behalf of Purchaser is fully authorized to do
so, and further acknowledge and agree that Aluma Group is relying on the
agreements made herein.
This
letter agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which shall constitute one and the same
letter agreement.
00000 X.
Xxxxx Xxxxxxx 00, #000 Xxxxxxxxxxxx, XX 00000-0000 000-000-0000
Exhibit
2.2
If the
Aluma Group is in agreement with the foregoing, please have a duly authorized
officer of AEI sign and date a copy of this letter in the space set forth below,
and return a facsimile or electronic version of same to Xxxxxxx X. Xxxxxxx as
soon as possible.
Very truly yours,
BRAND SERVICES, INC. (on behalf of itself and Brand Intermediate Holdings, Inc.) | ||
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By: | /s/ | |
Name | ||
Title |
Duly Authorized
Agreed to
and accepted by Aluma Enterprises Inc.
(on
behalf of itself and its subsidiaries) as of this 21st day of May,
2005:
ALUMA ENTERPRISES, INC. | ||
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By: | /s/ | |
Name | ||
Title |