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EXHIBIT 2.2
THIS AGREEMENT AMENDING THE SHARE PURCHASE AGREEMENT is
made the 24th day of July, 1998
BETWEEN:
MAGNA INTERNATIONAL INC., a corporation governed by
the laws of Ontario, (the "Vendor"),
- and -
TIERCON HOLDINGS INC., a corporation governed by the laws of
Ontario, (the "Purchaser").
RECITALS:
A. TRIAM Automotive Inc. ("TAI"), as vendor, and the Purchaser entered into a
share purchase agreement dated July 2, 1998 (the "Share Purchase Agreement")
with respect the sale by TAI to the Purchaser of all of the issued and
outstanding shares (the "Purchased Shares") in the capital of TRIAM Automotive
Canada Inc., a corporation governed by the laws of Ontario (the "Company").
B. TAI has transferred the Purchased Shares to the Vendor, and TAI has assigned
all of its rights and obligations under the Share Purchase Agreement to the
Vendor.
C. The Vendor and the Purchaser wish to record by this amending agreement
certain amendments to the Share Purchase Agreement and certain agreements which
have been entered into with respect to the terms of the closing of the purchase
and sale contemplated by the Share Purchase Agreement.
NOW THEREFORE, in consideration of the closing of the purchase and sale
contemplated by the Share Purchase Agreement and for other valuable
consideration, the parties agree as follows:
1. SHARE PURCHASE AGREEMENT DEFINITIONS
Unless defined in this Amending Agreement, all words in this Amending Agreement
beginning with an initial capital shall have the meaning ascribed to them in the
Share Purchase Agreement.
2. AFFECT OF REDUCTION IN SHAREHOLDERS EQUITY
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a. The definition of "Shareholders Advances Purchase Price"
contained in Section 1.1 shall be amended by removing the words "
less the reduction in Shareholders Equity from $1,700,000, being
the amount of Shareholders Equity as at 30 April 1998 as
reflected on the Pro Forma Balance Sheet, to the amount of
Shareholders Equity on the Effective Date".
b. Section 3.1 shall be amended to read:
'The amount payable by the Purchaser for the Purchased Shares
(the "Purchase Price"), exclusive of all applicable sales and
transfer taxes, shall be the amount of $27,000,000 less the sum
of $1,721,279 being a reasonable pre-estimate of the anticipated
losses that will be suffered by the Business as a result of the
current strikes affecting certain operations of General Motors.'
c. Section 3.7 (e) shall be amended by adding the words "or the
Purchase Price, as the case may be," after the words
"Shareholders Advances Price" in the second last line of Section
3.7(e).
3. AUDITED EFFECTIVE DATE BALANCE SHEET
If as a result of the audit of the Effective Date Balance Sheet the operating
loss of the Company from April 30, 1998 to the Effective Date is greater or less
than $553,119, then the Purchase Price for the Purchased Shares will be adjusted
by the amount of such difference (or the difference which may be determined
under Section 3.7 of the Share Purchase Agreement), and the Vendor or the
Purchaser, as the case may be, shall pay to the other by wire transfer of
immediately available funds, certified cheque or bank draft the amount by which
the Purchase Price is to be adjusted.
For greater certainty, the only objection which the Purchaser can make under
Section 3.7 to the Effective Date Balance Sheet is with respect to the amount of
the operating loss of the Company between April 30, 1998 and the Effective Date.
4. DEFERRED TAXES
The Purchaser shall have no claim against the Vendor under any provision of the
Share Purchase Agreement by reason of the fact that the deferred taxes of the
Company as at the
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Effective Date or the Closing Date are greater than the amount reflected on the
Pro Forma Balance Sheet.
IN WITNESS WHEREOF the Parties have duly executed this Agreement.
MAGNA INTERNATIONAL INC.
By:___________________________________
TIERCON HOLDINGS INC.
By:___________________________________
