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Exhibit 2.2
FIRST AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENT (this
"Amendment"), dated as of June __, 2000, is by and among AZTEC TECHNOLOGY
PARTNERS, INC., a Delaware corporation ("Seller"), COMPEL, LLC, a Delaware
limited liability company ("Compel" or the "LLC Subsidiary"), FORTRAN CORP., a
Maryland corporation ("Fortran"), MAHON COMMUNICATIONS CORPORATION, a
Massachusetts corporation ("Mahon," together with Fortran, the "Corporate
Subsidiaries"), MORGENTHALER PARTNERS VI, L.P., a Delaware limited partnership
(the "Parent") and CMF HOLDINGS, INC., a Delaware corporation (the "Buyer"). The
Seller, the LLC Subsidiary, the Corporate Subsidiaries, the Parent and the Buyer
are referred to collectively herein as the "Parties."
RECITALS:
WHEREAS, the Parties entered into that certain Stock Purchase and Sale
Agreement dated as of May 14, 2000 (the "Agreement"); and
WHEREAS, the Parties agree to amend Section 10.6 of the Agreement on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, the Parties agree as follows:
SECTION 1. SUCCESSION AND ASSIGNMENT. Section 10.6 of the
Agreement is hereby deleted in its entirety and the following is inserted in
lieu thereof:
"10.6 SUCCESSION AND ASSIGNMENT. This Agreement shall be binding
upon the inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either
this Agreement or any of its rights, interest or obligations hereunder
without the prior written approval of the other Parties, provided
however, that the Buyer may collaterally assign all its rights and
interests hereunder to PNC Bank, National Association, for itself and
as agent for the financial institutions providing financing to the
Buyer, a portion of which will be used to pay the Base Purchase Price
hereunder, as referenced in Section 3.7."
SECTION 2. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware, without
reference to principles of conflict of laws.
SECTION 3. AMENDMENT. The terms of this Amendment shall modify and
amend the terms of the Agreement to the extent expressly modified as amended
herein, but every other
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term, condition, covenant, representation and warranty contained in the
Agreement is hereby ratified, affirmed and shall remain unchanged unless
expressly amended or modified hereby.
SECTION 4. CAPITALIZED TERMS. Any capitalized term not defined
herein shall have the meaning ascribed to it in the Agreement.
SECTION 5. COUNTERPARTS. This Amendment may be executed in two or
more counterparts, each of which shall constitute an original, but all of
which, taken together, shall constitute but one instrument.
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[Signature page to First Amendment to Stock Purchase and Sale Agreement]
IN WITNESS WHEREOF, the Parties hereto have this Agreement to be
executed as of the day and year first above written.
AZTEC TECHNOLOGY PARTNERS, INC.
By: /s/ Ross J. Weintraub
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Title: Treasurer
MORGENTHALER PARTNERS VI, L.P.
By: MORGENTHALER MANAGEMENT
PARTNERS VI, LLC, its general partner
By: /s/ John D. Lutsi
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John D. Lutsi
Title: Managing Member
CMF HOLDINGS, INC.
By: /s/ Scott A. Fine
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Title: Vice President
COMPEL, LLC
By: /s/ Ross J. Weintraub
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Title: Treasurer
FORTRAN CORP.
By: /s/ Ross J. Weintraub
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Title: Treasurer
MAHON COMMUNICATIONS CORPORATION
By: /s/ Ross J. Weintraub
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Title: Treasurer
