EXHIBIT 2.2
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (the "Amendment") is made
and entered into as of May 17, 1999 between ▇▇▇▇▇▇ INTERNATIONAL, INC., an
Indiana corporation (the "Seller") and TMT-PATHWAY, L.L.C., a Delaware limited
liability company (the "Purchaser"). This Amendment amends that certain Asset
Purchase Agreement dated as of April 20, 1999 between the Seller and the
Purchaser (as amended, the "Asset Purchase Agreement").
W I T N E S S E T H
WHEREAS, the parties hereto desire to amend the Asset Purchase Agreement as
set forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereby agree as follows:
SECTION 1. The Exhibit Index of the Asset Purchase Agreement is hereby
amended by deleting the words "Exhibit B Form of Real Property Agreement" and
renumbering each subsequent item in such index accordingly.
SECTION 2. Section 3.2(c)(i) of the Asset Purchase Agreement is hereby
amended by deleting the words "Exhibit A through C" and substituting therefor
the words "Exhibits A and B."
SECTION 3. Section 3.2(d)(i) of the Asset Purchase Agreement is hereby
amended by deleting the words "Exhibit D" and substituting therefor the words
"Exhibit C."
SECTION 4. The first paragraph of Section 6.19(c) of the Asset Purchase
Agreement is hereby deleted in its entirety and replaced with the following:
(c) In regard to all matters disclosed on Schedule 4.16 or as set
forth on the Environmental Audit, as between Seller and Purchaser, Seller
hereby agrees and covenants that Seller will be responsible, at its sole
cost and expense, for all investigations, studies, cleanup, corrective
action, response or remedial action required under applicable Environmental
Law by an Authority now or hereafter authorized to regulate environmental
matters ("Environmental Post Closing Covenant Matters"). This covenant
shall survive the Closing and continue in full force and effect until the
expiration of any applicable statute of limitations (including any
extensions and waivers thereof).
SECTION 5. Section 7.18(d) of the Asset Purchase Agreement is hereby
amended by deleting the words "Exhibit E" and substituting therefor the words
"Exhibit D."
SECTION 6. Section 8.9(e) of the Asset Purchase Agreement is hereby amended
by deleting the words "Exhibit F" and substituting therefor the words "Exhibit
E."
SECTION 7. Except as expressly modified by this Amendment or as may be
modified by the various letter agreements delivered by the Seller and Purchaser
prior to or at the Closing, the Asset Purchase Agreement shall remain in full
force and effect without any other change or modification.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed as of the date first above written.
▇▇▇▇▇▇ INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇ ▇. ???
Name: ▇▇▇▇▇ ▇. ???
Title: Executive Vice President
TMT-PATHWAY, L.L.C.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President