EXHIBIT 2.2
Amendment No. 1 to
Asset Purchase Agreement
This Amendment No. 1 by and among Barnes Group Inc., a Delaware
corporation ("Buyer"), Aviation Sales Company, a Delaware corporation
("Parent"), Aviation Sales Manufacturing Company, a Delaware corporation
("ASMC"), AVS/Kratz-Wilde Machine Company, a Delaware corporation ("K-W"), and
Apex Manufacturing, Inc., an Arizona corporation ("Apex", and together with ASMC
and K-W, "Sellers"), to the Asset Purchase Agreement, dated as of August 3, 2000
(the "Agreement"), is made and entered into as of September 7, 2000 (the
"Amendment").
Recitals
WHEREAS, the parties hereto have previously entered into the Agreement,
pursuant to which Buyer is to purchase and acquire from each of the Sellers, and
each of the Sellers are to sell and transfer to Buyer, the Acquired Assets.
WHEREAS, the parties hereto wish to amend the Agreement by adding a new
Section 10.15.
Agreement
The parties to this Amendment agree as follows:
Section 1. Defined Terms. Capitalized terms not otherwise defined in
this Amendment shall have the meaning set forth in the Agreement.
Section 2. Continuing Effect of Agreement. All terms and provision of
the Agreement which are not specifically deleted, amended or otherwise modified
by this Amendment shall remain in full force and effect.
Section 3. Amendments to the Agreement. The Agreement is hereby
modified and amended as follows:
3.1 Addition of Section 10.15. Section 10.15 is hereby added to the
Agreement as follows:
10.15 Collection of Payments; Account Reconcilement. Following
the Closing Date, Parent and Sellers shall forward to Buyer by
wire transfer to:
Barnes Group Inc.
Mellon Bank
Three Mellon Bank Ctr
Pittsburgh, PA 15259-0001
<PAGE>
ABA#043000261
Account Number 138-9345
any payments received by Sellers or Parent that Buyer is
entitled to pursuant to the terms of this Agreement, which
shall include, without limitation, proceeds of the accounts
receivable of the Business as of and following the Closing
Date, within one week of receipt of such payments. So long as
any such payments are received by Seller or Parent, on Friday
of each week, Parent and Sellers shall provide Buyer with a
rolling reconcilement of such payments received by Sellers and
Parent and payments made to Buyer thereof.
Section 4. Headings. The headings contained in this Amendment are for
convenience of reference only, and shall not be referred to in connection with
the construction or interpretation of this Amendment.
Section 5. Counterparts. This Amendment may be executed in several
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute on agreement.
Section 6. Governing Law. This Amendment shall be governed and
construed in accordance with the laws of the State of Delaware without giving
effect to its conflict of laws principles.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
-2-
<PAGE>
The parties hereto have caused this Amendment to be executed and
delivered on the date first written above.
THE BUYER: THE SELLERS:
--------- -----------
BARNES GROUP INC. AVIATION SALES MANUFACTURING
COMPANY
By: /s/ Nancy Clark, as attorney in By: /s/ Michael C. Brant
-------------------------------- ---------------------
fact for Philip A. Goodrich Title: Vice President
--------------------------- Name: Michael C. Brant
Title: Vice President,
Corporate Development
Name: Philip A. Goodrich
AVS/KRATZ-WILDE MACHINE COMPANY
By: /s/ Michael C. Brant
--------------------
Title: Vice President
Name: Michael C. Brant
APEX MANUFACTURING, INC.
By: /s/ Michael C. Brant
--------------------
Title: Vice President
Name: Michael C. Brant
THE PARENT:
-----------
AVIATION SALES COMPANY
By: /s/ Michael C. Brant
--------------------
Title: Vice President
Name: Michael C. Brant
-3-
