EXHIBIT 2.2
FIRST AMENDMENT
TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT (this "Amendment"), dated as of February 28, 2002,
is made and entered into by and among AGCO CORPORATION, a Delaware corporation
(the "Buyer"), CATERPILLAR INC., a Delaware corporation ("Caterpillar"), and
CATERPILLAR AGRICULTURAL PRODUCTS INC., a Delaware corporation and wholly-owned
subsidiary of Caterpillar (the "Company").
WHEREAS, the Parties hereto are parties to an Asset Purchase Agreement
(the "Asset Purchase Agreement"), dated as of December 16, 2001, whereby the
Buyer agreed, among other things, to purchase from Caterpillar and the Company
certain of the assets used or held for use by the Company in the conduct of the
Business; and
WHEREAS, the Parties to the Asset Purchase Agreement desire to amend
certain provisions of the Asset Purchase Agreement on the terms and conditions
set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the respective
agreements contained in this Amendment, and intending to be legally bound
hereby, the Parties hereby agree as follows:
1. Section 7.12(a) of the Asset Purchase Agreement is hereby
amended by deleting the first sentence of such Section in its entirety and
replacing the same with the following:
"The Buyer agrees to file with the SEC, no later than ten (10)
days after the receipt of audited financial statements
pursuant to Section 7.17, a registration statement (the
"Registration Statement") under the Securities Act with
respect to the resale or distribution of the Shares by the
Company and/or an Affiliate."
2. Section 7.14(a) of the Asset Purchase Agreement is hereby
amended by deleting such Section in its entirety and replacing the same with the
foregoing:
"(a) If the MT 700 product line has not been released for
production and shipment by April 1, 2002, and such product
line remains unreleased for a period of thirty (30) days
thereafter, either Caterpillar or the Company shall pay the
Buyer $100,000 for each week after April 1, 2002 until the MT
700 product line is released for production."
3. Section 7.14(b) of the Asset Purchase Agreement is hereby
amended by deleting the words "production by" with the words "production and
shipment by".
4. All terms which are capitalized herein, but which are not
defined herein, shall have the meanings ascribed to them in the Asset Purchase
Agreement.
5. All provisions of the Asset Purchase Agreement which have not
been amended by this Amendment shall remain in full force and effect.
Notwithstanding the foregoing, to the extent that there is any inconsistency
between the provisions of the Asset Purchase Agreement and the provisions of
this Amendment, the provisions of this Amendment shall control.
6. Article XI of the Agreement shall apply to this Amendment as
if set forth in its entirety.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be
executed effective as of the day and year first above written.
AGCO CORPORATION
/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Office: Sr. Vice President & General Counsel
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CATERPILLAR INC.
/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Office: Vice President
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CATERPILLAR AGRICULTURAL PRODUCTS INC.
/s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Office: Secretary
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