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Exhibit 2.2
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this "Agreement") is made as of June
28, 2001, between TransWestern Communications Company LLC, a Delaware
corporation ("Contributor"), and TWP Companies, Inc., a Delaware corporation
("Contributee"). Contributor and Contributee are referred to herein collectively
as "Parties" and individually as a "Party".
On the terms and subject to the conditions set forth in this
Agreement, Contributor desires to contribute to Contributee the securities
described on Exhibit A hereto representing all of the issued and outstanding
capital stock of WorldPages Merger Subsidiary, Inc., a Delaware corporation
("WMS"), and all of the outstanding capital stock of Target Directories of
Michigan, Inc., a Delaware corporation (together with WMS, the "Contributor's
Subsidiaries"), in exchange for which Contributor shall issue to Contributee
1,000 shares of its common stock of Contributee (the "Shares") representing all
of the issued and outstanding capital stock of Contributee. Immediately
following such contribution, Contributee shall own all of the issued and
outstanding shares of capital stock of the Contributor's Subsidiaries and
Contributee shall be a wholly owned subsidiary of Contributor.
The parties hereto agree as follows:
Section 1. Contribution of Assets.
lA. Contribution of Contributed Securities. On the terms and
subject to the conditions contained in this Agreement, Contributor hereby
contributes, conveys, assigns, transfers and delivers to Contributee, all of its
right, title and interest of every kind and nature in all of the issued and
outstanding capital stock of the Contributor's Subsidiaries described on Exhibit
A hereto (the "Contributed Securities").
1B. Authorization of Shares. In exchange for the contribution of
the Contributed Securities, the Contributee hereby authorizes the issuance to
Contributor of the Shares.
1C. Closing. The closing of the contribution of Contributed
Securities to Contributee in exchange for the Shares (the "Closing") shall take
place at the offices of Kirkland & Ellis, 200 E. Randolph Drive, Chicago,
Illinois at 10:00 a.m. on the date hereof. At the Closing, subject to the
conditions contained in this Agreement, Contributor shall contribute to
Contributee the Contributed Securities in accordance with Section 1A, and in
exchange therefor, Contributee shall issue to Contributor the Shares in
accordance with Section 1B.
Section 2. Representations and Warranties. Each Party hereby makes
the following representations and warranties (in each case, only as to itself)
to the other Party hereto:
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2A. Organization. Such Party is a corporation, in the case of
Contributee, or a limited liability company, in the case of Contributor, duly
organized and validly existing under the laws of the State of Delaware.
2B. Authorization; Enforceability. Such Party has full power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement constitutes the valid and legally binding
obligation of such Party, enforceable against it in accordance with its terms
and conditions.
2C. Title to Securities. In the case of Contributor only,
Contributor has valid title to the Contributed Securities to be contributed to
the Contributee pursuant to this Agreement, and none of the Contributed
Securities are subject to any lien, security interest, encumbrance and the
Contributed Securities are validly issued, fully paid and nonassessable. In the
case of Contributee only, the Shares are validly issued, fully paid and
nonassessable.
2D. No Conflicts. The execution and delivery of this Agreement,
the consummation of the transactions contemplated hereby and the performance of
such Party's obligations hereunder will not conflict with or result in a
violation of or default under any provision of the certificate of incorporation
or bylaws , in the case of Contributee, or certificate of formation or limited
liability company agreement, in the case of Contributor, or any agreement,
document, or instrument to which such Party is a party or any judgment, decree,
order, statute, rule or regulation to which such Party is subject.
Section 3. Additional Agreements; Covenants After Closing.
3A. Mutual Assistance and Records. Each Party agrees that it will
cooperate in the expeditious filing of all notices, reports and other filings
with any governmental authority required to be submitted jointly by it and the
other Party in connection with the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby. Subsequent to the
Closing, each Party, at its own cost, will assist the other Party (including by
the retention of records and the provision of access to relevant records) in the
preparation of their respective tax returns and the filing and execution of tax
elections, if required, as well as in the defense of any audits or litigation
that may ensue as a result of the filing thereof, to the extent that such
assistance is reasonably requested. Each Party shall be afforded access to and
the right to copy such records in the hands of any other Party during normal
business hours, at the expense of the person requesting access.
3B. Further Transfers by Contributor. Contributor will execute and
deliver such further instruments of conveyance and transfer and take such
additional action as Contributee may reasonably request to effect, consummate,
confirm or evidence the transfer to Contributee of the Contributed Securities.
Contributor will execute such documents as may be necessary to assist
Contributee in preserving or perfecting its rights in the Contributed
Securities.
3C. Further Transfers by Contributee. Contributee will execute and
deliver such further instruments of conveyance and transfer and take such
additional action as
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Contributor may reasonably request to effect, consummate,
confirm or evidence the transfer to Contributor of the Shares. Contributee will
execute such documents as may be necessary to assist Contributor in preserving
or perfecting its rights in the Shares.
Section 4. Miscellaneous.
4A. Remedies. Each Party hereto shall have all rights and remedies
which such Party has under any law. Any Party shall be entitled to enforce its
rights under this Agreement specifically (without posting a bond or other
security), to recover damages by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law.
4B. Consent to Amendment. Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended only with the prior
written consent of the other Party.
4C. Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of a Party hereto shall bind and inure to the benefit of the respective
successors and assigns of such Party hereto whether so expressed or not.
4D. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together shall constitute
one and the same Agreement.
4E. Descriptive Heading; Interpretation. The descriptive headings
of this Agreement are inserted for convenience only and do not constitute a
substantive part of this Agreement. The use of the word "including" in this
Agreement shall be by way of example rather than by limitation.
4F. Governing Law. Except for matters governed by federal law, all
other issues and questions concerning the construction, validity, enforcement
and interpretation of this Agreement and the exhibits hereto shall be governed
by, and construed in accordance with, the laws of the State of Delaware, without
giving effect to any choice of law or conflict of law rules or provisions
(whether of the State of Delaware or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
Delaware.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
TransWestern Communications Company LLC
By: /s/ Ricardo Puente
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Its: Chief Executive Officer
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TWP Companies, Inc.
By: /s/ Ricardo Puente
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Its: Chief Executive Officer
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EXHIBIT A
Contributed Securities
1. 1,000 shares of common stock of WorldPages Merger Subsidiary, Inc.,
2. 200 shares of common stock of Target Directories of Michigan, Inc.