EXHIBIT 99.2
AMENDMENT TO MASTER AGREEMENT
Dated as of July 26, 2002
Reference is made to that certain Master Agreement dated as
of March 27, 2002 (the "Agreement") between AAI Corporation ("AAI") and ALSTOM
Transportation Inc. ("ALSTOM"). Terms used but not defined herein shall have the
respective meanings ascribed to them in the Agreement.
1. Section 1.1 of the Agreement is hereby amended to add
the following definition:
"Base PFR" shall mean the Project Fiscal Report of AAI
dated as of May 26, 2002 attached hereto as Exhibit D."
2. Section 2.5 of the Agreement is hereby amended in its
entirety as follows:
"2.5 Adjustment to the Purchase Price. The Purchase Price
shall be subject to adjustment at the Closing as specified in this Section 2.5:
(i) the Purchase Price shall be decreased by the amount of
any cash received by AAI after the date of the Base PFR and prior to the Closing
Date from NJT or MMTA under the NJT Contract or the MMTA Contract;
(ii) the Purchase Price shall be increased by an amount
equal to the difference between the "Contract Total" as set forth on the Closing
PFR and the "Contract Total" as set forth on the Base PFR; and
(iii) the Purchase Price shall be decreased by $3,639,202."
3. Section 2.8 of the Agreement is hereby amended by adding
a new subsection (d) thereto as follows:
"(d) Any amounts payable pursuant to Section 2.8(a) shall
be paid in cash via wire transfer of immediately available funds to an account
designed by the payee."
4. Section 4.5 of the Agreement is hereby amended in its
entirety as follows:
"4.5 Financial Information. AAI has delivered to ALSTOM
copies of:
(i) the Reference Date PFR;
(ii) the Base PFR; and
(iii) the Signing POH.
The Reference Date PFR, the Base PFR and the Signing POH are accurate, complete
and correct in all material respects, were derived on a reasonable basis from
AAI's books and records (which books and records are maintained in accordance
with GAAP) and have been prepared in accordance with AAI's books and records and
past practices, applied on a consistent basis."
5. Section 4.7(d) of the Agreement is hereby amended in its
entirety as follows:
"(d) Receivables. All Receivables arose from, and the
Receivables existing on the Closing Date will have arisen from, the performance
of the NJT Contract and the MMTA Contract and the amounts thereof were properly
reflected on the Reference Date PFR and the Base PFR and will be properly
reflected on AAI's books and records in accordance with GAAP and consistent with
past practice."
6. Section 6.5 of the Agreement is hereby amended in its
entirety as follows:
"6.5 Updated Financial Information. On the Closing Date,
AAI shall deliver the Closing PFR to ALSTOM, together with the certificate of
the Chief Financial Officer of AAI. On a date as soon as practicable following
the Closing (but in no event later than 5 days following the end of the fiscal
month of AAI in which the Closing occurs), AAI shall deliver the Post-Closing
PFR to ALSTOM, together with the certificate of the Chief Financial Officer of
AAI. The Closing PFR and the Post-Closing PFR will be accurate, complete and
correct in all material respects, will be derived from AAI's books and records
(which books and records are and will be maintained in accordance with GAAP),
will be prepared in accordance with AAI's books and records and past practices,
applied on a consistent basis, and will be prepared and calculated on the same
basis and in the same manner as the Reference Date PFR and the Base PFR."
7. Section 6.12 of the Agreement is hereby amended in its
entirety as follows:
"6.12 CDS. At such time following the Closing as AAI and
ALSTOM shall agree, or reasonably promptly upon request from ALSTOM following
the Closing, AAI will deliver to ALSTOM possession of the source code for the
Central Diagnostic System."
8. Article 6 of the Agreement is hereby amended by adding a
new Section 6.15 thereto as follows:
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"6.15 Turnover of Payments. If after the Closing Date AAI
receives any payment from NJT or MMTA pursuant to the NJT Contract or the MMTA
Contract, AAI shall hold such payment in trust for the benefit of ALSTOM and
shall as soon as is practicable pay over the same to ALSTOM."
9. Article 10 of the Agreement is hereby amended by adding
a new Section 10.16 thereto as follows:
"10.16 ALSTOM Canada. ALSTOM Canada Inc. ("ACI") is hereby
made a party to this Agreement for the purposes set forth in this paragraph.
ALSTOM hereby assigns to ACI, and ACI hereby assumes, all of ALSTOM's rights and
obligations under this Agreement relating to all Assigned Contracts issued to
Canadian Persons (such Assigned Contracts, the "Canadian Contracts"). AAI hereby
consents to such assignment and assumption; provided that ALSTOM shall not be
released from its obligations with respect thereto. The parties hereto agree
that, at Closing, all right, title and interest in and to the Canadian Contracts
shall be transferred directly to ACI from AAI, and ACI shall have all rights and
obligations under this Agreement with respect to the Canadian Contracts."
AAI hereby certifies to ALSTOM that the payments indicated
as having been made in the "Total" column of the NJT DBE Report and the "Payment
(Cumulative)" column of the MMTA DBE Report attached hereto as Appendix A are
true and correct in all material respects.
As of the date hereof, AAI certifies there are pending
disputes with only two vendors relating to the MMTA Contract and the NJT
Contract: Wabco and TTA.
AAI agrees that it shall use the proceeds from payment of
the Purchase Price at Closing to pay the outstanding $1,152,841 owed by AAI to
ALSTOM Transport S.A. - Villeurbanne Unit ("ATSA") and that immediately after
receipt of the Purchase Price at Closing, AAI shall send such outstanding amount
to ATSA via wire transfer.
ALSTOM agrees that it will not seek an adjustment to the
Purchase Price under Section 2.8 of the Agreement with respect to any amounts on
the Project Fiscal Report of AAI dated as of July 7, 2002, attached hereto as
Appendix B.
Except as expressly modified hereby, the Agreement is
hereby ratified and confirmed in all respects, and nothing contained herein
shall be construed as a waiver by AAI or ALSTOM of any obligation of the other
party under the Agreement.
This amendment shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to its
conflict of law rules other than Section 5-1401 of the New York General
Obligations Law.
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This amendment may be executed in several counterparts,
each of which shall be deemed to be an original. Delivery of an executed
counterpart of this amendment by telecopier shall be as effective as delivery of
a manually executed counterpart of this amendment.
AAI CORPORATION
By: /s/ James H. Perry
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Name: James H. Perry
Title: Vice President and Chief Financial Officer
ALSTOM Transportation Inc.
By: /s/ Stephan Rambaud-Measson
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Name: Stephan Rambaud-Measson
Title: Senior Vice President
ALSTOM Canada Inc.
By: /s/ Pierre Martin
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Name: Pierre Martin
Title: President & CEO
ALSTOM Canada Inc.
By: /s/ Guy Blanchette
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Name: Guy Blanchette
Title: Corporate Secretary
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