EXHIBIT 2.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment (this "Amendment") is made and entered into this 17th day of
May, 2000, to amend that certain Asset Purchase Agreement (the "Asset Purchase
Agreement"), dated March 20, 2000, by and between NEP Supershooters, Inc., a
Pennsylvania corporation ("Buyer"), on the one hand, and Unitel Video, Inc., a
Delaware corporation and Debtor and Debtor in Possession ("Seller"), on the
other, under Case No. 99-2979 (PJW) in the United States Bankruptcy Court for
the District of Delaware.
RECITALS
All capitalized terms used herein which are not otherwise defined herein
shall have the respective meanings ascribed to them in the Asset Purchase
Agreement.
Buyer and Seller wish to amend the Asset Purchase Agreement in certain
respects as set forth below, pursuant to Section 9.4 of the Asset Purchase
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. AMENDMENT TO SECTION 3. Section 3.2 of the Asset Purchase Agreement is
amended and restated in its entirety to read as follows:
3.2 CLOSING DATE. The Closing shall be held on May 23, 2000 after
satisfaction or waiver of the conditions to Closing in Section 4 or on
another date agreed to in writing by Seller and Buyer (the "Closing
Date") but in no event shall the Closing be held later than June 2,
2000 (the "Outside Date"). Until this Agreement is terminated, the
parties shall use their commercially reasonable efforts to satisfy all
conditions to Closing as expeditiously as possible.
2. AMENDMENT TO SECTION 4. Section 4.3 of the Asset Purchase Agreement is
amended and restated in its entirety to read as follows:
4.3 TERMINATION. If any of the conditions in Section 4.1 is neither
satisfied nor waived on or before the date by which the condition is
required to be satisfied (or, if no date is stated, by June 2, 2000),
the Seller may terminate this Agreement by delivering to Buyer written
notice of termination. If any of the conditions in Section 4.2 is
neither satisfied nor waived on or before the date by which the
condition is required to be satisfied (or, if no date is stated, by
June 2, 2000), the Buyer may terminate this Agreement by delivering to
Seller written notice of
termination. Any waiver of a condition shall be effective only if such
waiver is stated in writing and signed by the waiving party; PROVIDED,
HOWEVER, that the consent of a party to the Closing shall constitute a
waiver by such party of any conditions to Closing not satisfied as of
the Closing Date. This Agreement may also be terminated by Seller if
(1) the Bankruptcy Court does not enter the Procedure Order within 15
days after the Execution Date, (2) an offer of a party other than
Buyer or an affiliate of Buyer to purchase the Property is approved by
the Bankruptcy Court (or an appellate court) and Seller has paid Buyer
the Break-Up Fee (as defined in Section 8.2.1 below) or (3) if Buyer
breaches the representations and warranties set forth in Section 6.4
hereof. This Agreement may be terminated by Buyer if the Bankruptcy
Court does not enter the Procedure Order within 15 days after the
Execution Date. This Agreement may also be terminated by mutual
written consent of Seller and Buyer.
3. EFFECT OF AMENDMENT. Except as expressly modified herein, the Asset
Purchase Agreement shall remain in full force and effect.
4. SEVERABILITY. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts all of which, taken together, shall constitute one Amendment. The
parties further agree that this Amendment may be executed by the exchange of
facsimile signature pages.
6. APPLICABLE LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York including, without limitation,
Section 5-1401 of the New York General Obligations Law.
7. BANKRUPTCY COURT JURISDICTION. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this Amendment
shall only be brought against either of the parties in the United States
Bankruptcy Court for the District of Delaware and each of the parties hereby
consents to the exclusive jurisdiction of such court (and of the appropriate
appellate courts) in any such action or proceeding and waives any objection to
venue laid therein. Process in any such action or proceeding may be served
anywhere in the world, whether within or without the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first written above.
NEP SUPERSHOOTERS, INC.
By: /s/ Thomas Shelburne
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Name: Thomas Shelburne
Title: President
UNITEL VIDEO, INC.
By: /s/ Joel Getzler
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Name: Joel Getzler
Title: Authorized Signatory