EXHIBIT 2.2
FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Agreement") is
made and entered into on September 22, 1998, by and among Aviation Sales
Maintenance, Repair & Overhaul Company, a Delaware corporation ("Buyer"),
Primark Corporation, a Michigan corporation ("Seller") and Triad International
Maintenance Corporation, a Delaware corporation ("Company").
PRELIMINARY STATEMENT
A. The parties entered into a Stock Purchase Agreement dated August 10,
1998 ("Stock Purchase Agreement").
B. The parties desire to amend the Stock Purchase Agreement to clarify
the survival of certain representations, warranties, covenants and obligations
subsequent to the closing of the Stock Purchase Agreement.
TERMS
NOW THEREFORE, for Ten ($10.00) dollars and for other good and valuable
considerations, the receipt and sufficiency of which is hereby conclusively
acknowledged, the parties agree as follows:
1. Section 9.4 of the Stock Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
"SURVIVAL OF OBLIGATIONS. Except for the covenants, agreements
and acknowledgments and indemnities set forth in Sections
5.2(c) and 5.2(d) and in Articles X and XI of this Stock
Purchase Agreement, all representations, warranties,
covenants, obligations and agreements of the parties contained
in this Agreement or in any instrument, certificate, opinion
or other writing provided for herein, shall not survive the
Closing of this transaction; PROVIDED HOWEVER, that Seller's
representations set forth: (i) in Sections 3.2, 3.5 (other
than with respect to income taxes), 3.10, 3.18 and 7.2, and
the certificate provided for under Section 8.1(h), (i) and (j)
hereof, shall survive for a period of 18 months from the
Closing Date, and (ii) in Sections 3.5 and 7.2 (both with
respect to income taxes) shall survive for a period of 36
months from the Closing Date."
2. Except as expressly amended above, all other terms and provisions of
the stock
Purchase Agreement shall remain in full force and affect.
Executed as of September 22 , 1998.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.
TRIAD INTERNATIONAL MAINTENANCE
CORPORATION
By: /s/ XXXXXX X. XXXXXXXX
---------------------------------
Its: CHAIRMAN
PRIMARK CORPORATION
By: /s/ XXXXXX X. XXXXXXXX
---------------------------------
Its: CHAIRMAN, PRESIDENT & CFO
AVIATION SALES MAINTENANCE, REPAIR &
OVERHAUL COMPANY
By: /s/ XXXXXX X. XXXXXXXXX
---------------------------------
Its: VICE PRESIDENT & CFO
AVIATION SALES COMPANY
By: /s/ XXXXXX X. XXXXXXXXX
---------------------------------
Its: VICE PRESIDENT & CFO
