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Exhibit 2.2
AMENDMENT TO ACQUISITION AGREEMENT
THIS AMENDMENT, made this 31st day of July, 2000 by and among M.A.
Hanna Company, a Delaware corporation having its principal place of business at
200 Public Square, Suite 36-5000, Cleveland, Ohio 44114; Cadillac Plastic Group,
Inc., a Michigan corporation having its principal place of business at 2855
Coolidge Road, Suite 300, Troy, MI 48007 and a wholly-owned direct subsidiary of
M.A. Hanna; Cadillac Plastic (Canada), Inc., a corporation formed and existing
under the laws of the Province of Ontario having its principal place of business
at 91 Kelfield St., Rexdale, Ontario M9W 5A4, Canada, and a wholly-owned direct
subsidiary of CPG; RA Products, Inc., a Michigan corporation having its
principal place of business at 2855 Coolidge Road, Suite 300, Troy, MI 48007 and
a wholly-owned direct subsidiary of CPG; General Electric Company, a New York
corporation, acting by and through its GE Plastics business unit, having its
principal place of business at One Plastics Avenue, Pittsfield, Massachusetts
01201; and ABS Holding (Reg. No. 00156810), a company incorporated under the
laws of England and Wales having its registered office at Old Hall Road, Sale,
Cheshire M33 2HG, England and an indirect, wholly-owned subsidiary of GE,
WITNESSETH:
WHEREAS, the parties hereto are parties to a certain Acquisition
Agreement dated as of May 10, 2000 (the "Agreement"); and
WHEREAS, the parties desire to make certain amendments to the Agreement
and to set forth certain other agreements relating thereto;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements set forth herein, the parties hereby act and agree as follows:
ARTICLE I - DEFINITIONS
Section 1.01 DEFINITIONS. Capitalized terms used in this Amendment and
not otherwise defined herein shall have the meanings specified in the Agreement,
including Exhibit A attached thereto.
ARTICLE II - AMENDMENTS
Section 2.01 AMENDMENTS TO THE AGREEMENT. (a) The Agreement is hereby
amended by:
(i) deleting the term "Cadillac Name Licenses" from the
third line of clause (f) of Section 2.01, and
replacing it with "Consent Agreement";
(ii) deleting the term "One Hundred Seven Million U.S.
Dollars ($107,000,000)" from the ninth line of
Section 4.01(b) and replacing it with "Ninety-Nine
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Million Two Hundred Forty-Three Thousand Seven
Hundred Forty-Seven U.S. Dollars ($99,243,747)" to
account for the deduction from the Purchase Price of
the amount of $7,756,253 pursuant to Section 7.03(g)
of the Agreement;
(iii) deleting the term "Cadillac Name Licenses" from the
third line of Section 7.01(b)(i), and replacing it
with "Consent Agreement";
(iv) Inserting the following new sentence at the end of
Section 7.01(b)(ii):
Not in limitation of the foregoing,
in the event that accounts represented by
account numbers 21-01017 and 02-00417 in the
name of CP Canada at the Canadian Imperial Bank
of Commerce are not assigned to Buyers on the
Closing Date, CP Canada agrees to hold any and
all funds coming into such accounts on or after
the Closing Date for the sole benefit of Buyers
and to distribute moneys therefrom as directed
by Buyers.
(v) Deleting the definition of "Cadillac Name Licenses" from
Exhibit A to the Agreement, and inserting the following
new definition:
"CONSENT AGREEMENT" means an
agreement, dated on or prior to the Closing
Date by and among CPG and the Rohm Joint
Venture Companies, relating to the continued
use of certain Cadillac names and a certain
Cadillac logo by the Rohm Joint Venture
Companies after the Closing.
(vi) replacing the existing definition of "Initial Net Worth
in Exhibit A to the Agreement with:
"INITIAL NET WORTH" means
Eighty-Seven Million Four Hundred Thirty-Eight
Thousand U.S. Dollars ($87,438,000).;
(vii) deleting clause (11) from the definition of "Transaction
Documents" in Exhibit A to the Agreement, and replacing
it with:
(11) The Consent Agreement, unless
it shall have been executed by CPG and the Rohm
Joint Venture Companies prior to the Closing
Date;
(viii) deleting Annex B to Exhibit D to the Agreement, and
replacing it with a new Annex B in the form attached to
this Amendment;
(ix) inserting the following new paragraph at the end of
Section 2 of Exhibit L to the Agreement:
(d) Notwithstanding the assumption
of such employee retention agreements, the
employees listed above, if they are in the
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employ of Sellers on the Closing Date, shall
become Leased Employees, and shall be subject
to the provisions hereof, and in the Transition
Agreement, relating to Leased Employees. If
Buyers request Sellers to remove any employee
listed above as a service provider during the
Employee Lease Period and that employee becomes
entitled to any payment under his retention
agreement, Sellers shall make such payment
directly to the employee. In all other
respects, the provisions of Section 2(b) above
shall control.;
(x) inserting the following at the beginning of the second
sentence of Section 3(b) of Exhibit L to the Agreement:
"Subject to Sections 2(b) and 2(d) above, which shall
control in the event of any conflict,";
(xi) inserting the following after the word "Agreement" where
it appears in the final line of Section 3(e) of Exhibit
L to the Agreement: ", including, without limitation,
Sections 2(b) and 2(d) above,";
(xii) inserting the following new paragraph at the end of
Section 4 of Exhibit L to the Agreement:
(g) M.A. Hanna and Sellers represent and
warrant to Buyers that all CPG employees who, as of the
Transfer Date, have reached the age of fifty-five (55)
years and have at least ten (10) years of service (as
that term is defined in M.A. Hanna's retiree medical
coverage benefit program) will be entitled to
participate in M.A. Hanna's retiree medical coverage
benefit program. Such employees may elect to participate
in M.A. Hanna's retiree medical coverage benefit
program, pursuant to its terms and conditions, at any
time after they have met the eligibility requirements of
such program.
Section 2.02 EFFECTIVENESS OF AMENDMENTS. Except as specifically
amended hereby, the Agreement shall continue in full force and effect in
accordance with its terms. Unless otherwise specified, the amendments made
hereby shall be effective from and after the execution and delivery of this
Amendment. This Amendment constitutes a Transaction Document.
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WITNESS the execution hereof as an instrument under seal as of the date
first above written.
M.A. HANNA COMPANY CADILLAC PLASTIC GROUP, INC.
By:/s/John S. Pyke, Jr. By: /s/Francis G. Titas
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Name: John s. Pyke, Jr. Name: Francis G. Titas
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Title: Vice President, General Title: Vice President & Assistant
Counsel & Secretary Secretary
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CADILLAC PLASTIC (CANADA), INC. RA PRODUCTS, INC.
By:/s/Francis G. Titas By: /s/John S. Pyke, Jr.
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Name: Francis G. Titas Name: John S. Pyke, Jr.
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Title: Assistant Secretary Title: Vice President and Secretary
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GENERAL ELECTRIC COMPANY ABS HOLDING
By: /s/ Gary L. Rogers By: /s/ Gary L. Rogers
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Gary L. Rogers Gary L. Rogers
President and Chief Executive Officer President and Chief Executive
GE Plastics Officer GE Plastics
As Attorney-in-Fact
GEP Legal/Trans:LJB
Bedrock Amendment
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