EXHIBIT 2.2
FIRST AMENDMENT TO WRAP AGREEMENT
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This FIRST AMENDMENT TO WRAP AGREEMENT (the "AMENDMENT"),
dated as of March 28, 1997, is made and entered into by and among
HERCULES INCORPORATED, a Delaware corporation ("HERCULES"),
MALLINCKRODT INC., a New York corporation ("MALLINCKRODT"),
GIVAUDAN-ROURE (INTERNATIONAL) SA, a Swiss corporation ("GRI"),
and ROCHE HOLDINGS, INC., a Delaware corporation ("ROCHE" and,
together with GRI, the "INTERESTED PERSONS" and each individually
an "INTERESTED PERSON").
RECITALS
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A. The Owners and the Interested Persons are parties to
that certain Agreement dated as of February 4, 1997 (the
"AGREEMENT"), subject and pursuant to which the parties and their
respective Affiliates intend to consummate various transactions
more particularly described in the Agreement.
B. The parties desire to amend the Agreement to more
accurately reflect the mutual intentions of the parties with
respect to certain defined terms and to make certain other
changes, all as more particularly set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements, provisions and covenants contained herein, the
parties hereto agree as follows:
1. DEFINITIONS
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Capitalized terms, when used in this Amendment and not
otherwise defined, shall have meanings ascribed thereto in the
Agreement. In addition, the definitions of "Agreement," "Current
Assets," "Current Liabilities," "Long-Term Liabilities," "Long-
Term Liabilities Baseline," "Partners' Representatives," and
"Working Capital Baseline" set forth in Sections 1.1.9, 1.1.22,
1.1.23, 1.1.62, 1.1.64, 1.1.72 and 1.1.104, respectively, shall
be, and hereby are, deleted and the following Sections 1.1.9,
1.1.22, 1.1.23, 1.1.62, 1.1.64, 1.1.72 and 1.1.104, respectively,
shall be, and hereby are, inserted in their place:
1.1.9 Agreement shall mean this Agreement, as
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amended by that certain First Amendment to Wrap Agreement
dated March 28, 1997, the Disclosure Schedule and all
schedules, annexes, exhibits and appendices hereto.
1.1.22 Current Assets shall mean, as of any time,
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all items, excluding deferred taxes, the current portion, if
any, of the Investment Assets (as defined in the Partnership
Agreement), any accrued but unpaid interest receivable on
the Investment Assets and the unamortized portion of any
capitalized costs or expenses of obtaining the Tastemaker
Debt or the Investment Assets, which would be classified as
a current asset under the heading "CURRENT ASSETS" on a
combined consolidated balance sheet of Tastemaker and
Tastemaker B.V. determined and prepared in accordance with
GAAP applied on a basis consistent with the practices and
methodologies used in preparing the December 31, 1995
audited combined consolidated balance sheet of Tastemaker
and Tastemaker B.V.
1.1.23 Current Liabilities shall mean, as of any
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time, the sum of (A) the amount of accrued but unpaid
interest, fees and other costs (but excluding principal)
required to be paid to the Tastemaker Debt lender on the
Closing Date in order to pay in full and discharge all of
the Tastemaker Debt other than the principal thereof, and
(B) all items, excluding deferred taxes, the Tastemaker Debt
and any Tax that is the liability or obligation of
Tastemaker, which would be classified as a current liability
under the heading "CURRENT LIABILITIES" on a combined
consolidated balance sheet of Tastemaker and Tastemaker B.V.
determined and prepared in accordance with GAAP applied on a
basis consistent with the practices and methodologies used
in preparing the December 31, 1995 audited combined
consolidated balance sheet of Tastemaker and Tastemaker
B.V.; provided, that when determining whether any Tax is
included as a Current Liability for purposes of calculating
the Adjusted Aggregate Value, the principles of Treasury
Regulations Section 1.1502-76(b), applied in the manner set
forth in the Tax Annex, shall govern.
1.1.62 Long-Term Liabilities shall mean, at any
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time, the sum of (A) the amount of accrued but unpaid
interest, fees and other costs (but excluding principal)
required to be paid to the Tastemaker Debt lender on the
Closing Date in order to pay in full and discharge all of
the Tastemaker Debt other than the principal thereof, and
(B) the liabilities of the Companies (other than Current
Liabilities, the long-term component of pension liabilities,
deferred taxes, the Tastemaker Debt and any Tax that is a
liability or obligation of Tastemaker) which would be
classified as a liability under the heading "TOTAL
LIABILITIES" on a combined consolidated balance sheet of
Tastemaker and Tastemaker B.V. determined and prepared in
accordance with GAAP applied on a basis consistent with the
practices and methodologies used in preparing the December
31, 1995 audited combined consolidated balance sheet of
Tastemaker and Tastemaker B.V.
1.1.64 Long-Term Liabilities Baseline shall mean the
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total liabilities of the Companies (other than Current
Liabilities, the long-term component of pension liabilities,
deferred taxes, the Tastemaker Debt and any Tax that is the
liability or obligation of Tastemaker) which were classified
as a liability under the heading "TOTAL LIABILITIES" on the
June 28, 1996 unaudited combined consolidated balance sheet
of Tastemaker and Tastemaker B.V. and their respective
subsidiaries, which was an amount equal to Thirty Eight
Million Four Hundred Fifty Thousand Twenty-Four Dollars
($38,450,024.00) plus any Tax on such balance sheet that is
a long-term liability of Tastemaker.
1.1.72 Partners' Representatives shall mean Israel
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▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇.
1.1.104 Working Capital Baseline shall mean the Net
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Working Capital of the Companies on the June 28, 1996
unaudited combined consolidated balance sheet of Tastemaker
and Tastemaker B.V., which was an amount equal to Seventy-
Seven Million Seven Hundred Six Thousand Nine Hundred
Thirteen Dollars ($77,706,913.00), plus any Tax on such
balance sheet that is a current liability of Tastemaker.
2. EFFECT OF AMENDMENT
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Except as expressly set forth herein, the Agreement is
unchanged and in full force and effect, and the parties hereby
ratify and confirm the Agreement as amended hereby. The parties
further agree that all references to the Agreement in the
Transaction Documents, the D&F Transaction Agreements, the Fries
Withdrawal Documents (as defined in the Partnership Agreement)
and any other certificates, documents, instruments or agreements
entered into pursuant thereto or delivered in connection
therewith shall be deemed to mean and refer to the Agreement, as
amended by this Amendment.
3. CONSENT OF OTHERS
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By signing in the spaces provided below, each of Givaudan-
Roure (United States), Inc., Tastemaker, Hercules Flavor, Inc.,
Hercules Credit, Inc. and Fries & Fries, Inc. consent to this
Amendment and to the effect hereof on the Contribution Agreement
and the Fries Withdrawal Documents (as defined in the Partnership
Agreement). IN WITNESS WHEREOF, the parties have caused this
Amendment to be executed as of the date and year first written
above.
GIVAUDAN-ROURE (INTERNATIONAL) HERCULES INCORPORATED
SA
By_______________________ By_______________________
Name_____________________ Name_____________________
Title____________________ Title____________________
ROCHE HOLDINGS, INC. MALLINCKRODT INC.
By_______________________ By_______________________
Name_____________________ Name_____________________
Title____________________ Title____________________
CONSENTED BY:
GIVAUDAN-ROURE (INTERNATIONAL) TASTEMAKER
SA
By_______________________ By_______________________
Name_____________________ Name_____________________
Title____________________ Title____________________
HERCULES FLAVOR, INC. FRIES & FRIES, INC.
By_______________________ By_______________________
Name_____________________ Name_____________________
Title____________________ Title____________________
HERCULES CREDIT, INC.
By_______________________
Name_____________________
Title____________________