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Exhibit 2.2
AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER AND CONTRIBUTION
This is an Amendment to Agreement and Plan of Merger and Contribution,
dated as of September 20, 2000 (the "Amendment"), by and among
VERMONT PURE HOLDINGS, LTD., a publicly traded Delaware corporation
("Holdings"),
VP MERGER PARENT, INC., a Delaware corporation with no outstanding
capital stock ("Parent"),
VP ACQUISITION CORP., a Delaware corporation and wholly-owned
subsidiary of Parent ("Merger Sub"),
CRYSTAL ROCK SPRING WATER COMPANY, a Connecticut corporation (the
"Company"), and
HENRY E. BAKER, JOHN B. BAKER, PETER K, BAKER and the other
stockholders of the Company listed on EXHIBIT D to the Merger Agreement
(as defined hereinafter), being all of the stockholders of the Company
(the "Stockholders").
RECITALS
The parties listed and referred to above have entered into an Agreement
and Plan of Merger and Contribution dated as of May 5, 2000 and an Amendment to
Agreement and Plan of Merger and Contribution dated as of August 28, 2000 (as
so amended, the "Merger Agreement") and now wish to amend the Merger Agreement
as set forth below. Capitalized terms used in this Amendment and not otherwise
defined shall have the meanings ascribed to them in the Merger Agreement.
The purpose of this Amendment is to reflect the fact that the name DIAMOND
ACQUISITION CORP. is not currently available for a Delaware corporation.
Accordingly, the parties have agreed upon the name PLATINUM ACQUISITION CORP.,
which, under the Merger Agreement as amended hereby, will at the Effective Time
be and become the name of the corporation now known as Vermont Pure Holdings,
Ltd. To effect these amendments, Holdings, Parent, Merger Sub, the Company and
the Stockholders hereby agree as follows:
I. Section 2.2.1 of the Merger Agreement is hereby amended by
deleting the word DIAMOND wherever it appears in Section 2.2.1 and replacing it
in each case with the word PLATINUM.
II. Section 2.2.2 of the Merger Agreement is hereby amended by
deleting the word DIAMOND wherever it appears in Section 2.2.1 and replacing it
in each case with the word PLATINUM.
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III. All other references to DIAMOND ACQUISITION CORP. in the Merger
Agreement or in the Exhibits to the Merger Agreement, including, without
limitation and to the fullest extent applicable, the references contained in
Exhibit A, Attachment 1 to Exhibit A, and Exhibits I, J, K, L, M, N and O, are
hereby amended by deleting the word DIAMOND wherever it appears and replacing
it in each case with the word PLATINUM.
IV. The parties hereby ratify and confirm the Merger Agreement in all
other respects. Except as expressly modified hereby, the Merger Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as an agreement under seal as of the date first above written.
VERMONT PURE HOLDINGS, LTD.
By: /s/ Timothy M. Fallon
-------------------------
Title: CEO & President
VP MERGER PARENT, INC.
By: /s/ Timothy M. Fallon
-------------------------
Title: CEO & President
VP ACQUISITION CORP.
By: /s/ Timothy M. Fallon
-------------------------
Title: CEO & President
CRYSTAL ROCK SPRING WATER COMPANY
By: /s/ Henry E. Baker
-------------------------
Title: Chairman
/s/ Henry E. Baker
-----------------------------
HENRY E. BAKER
/s/ Joan A. Baker
-----------------------------
JOAN A. BAKER
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/s/ Peter K. Baker
----------------------------------
PETER K. BAKER
/s/ John B. Baker
----------------------------------
JOHN B. BAKER
/s/ Peter K. Baker
-----------------------------------
PETER K. BAKER LIFE INSURANCE TRUST,
ROSS RAPAPORT, TRUSTEE (AND NOT
INDIVIDUALLY)
/s/ John B. Baker
-----------------------------------
JOHN B. BAKER LIFE INSURANCE TRUST,
ROSS RAPAPORT, TRUSTEE (AND NOT
INDIVIDUALLY)
/s/ Ross Rapaport
-----------------------------------
ROSS RAPAPORT, TRUSTEE U/T/A/ DATED
12/16/91 F/B/O JOAN BAKER ET AL. (AND
NOT INDIVIDUALLY)
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LIST OF EXHIBITS
Exhibit O Form of Registration Rights Agreement
