Exhibit 2.2
AMENDMENT NO. 1 TO THE ASSET
PURCHASE AGREEMENT
AMENDMENT NO.
1, dated June 11, 2009 (this “ Amendment ”) to
the ASSET PURCHASE AGREEMENT (the “ Purchase Agreement
”), dated as of May 29, 2009, by and among Butler
International, Inc, a Maryland corporation (“ Butler
”), the Sellers set forth on the signature page thereto
(collectively with Butler, the “ Sellers ”) and
Butler America LLC, a Delaware limited liability company (“
Buyer ”).
RECITALS
WHEREAS,
capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the Purchase Agreement;
and
WHEREAS, the
parties to the Purchase Agreement have determined that it is
advisable to amend the Purchase Agreement; and
WHEREAS,
Section 13.4 of the Purchase Agreement provides that the
Purchase Agreement may be amended by execution of a written
instrument executed by the parties thereto.
NOW, THEREFORE,
in consideration of the foregoing premises, and the agreements,
covenants, representations and warranties contained in the Purchase
Agreement and herein, and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged and
accepted, the parties, intending to be legally bound, hereby agree
as follows:
1.
Section 1.1.5 of the Purchase Agreement
is hereby amended by amending and restating such section in its
entirety so that, as amended and restated, it shall read as
follows:
1.1.5
Certain Insurance Policies . The insurance
policies relating to the Purchased Assets or the operation of the
Business set forth in Section 1.1.5 of the Disclosure Letter
(the “ Assumed Insurance ”), which Section shall
be updated by Seller and Buyer no later than two (2) business
days prior to the Bid Deadline (as defined in the Bidding
Procedures Order), except any recoveries or refunds thereunder with
respect to actions or occurrences prior to the Closing
Date.
2.
Section 1.1.12 of the Purchase Agreement
is hereby amended by amending and restating such section in its
entirety so that, as amended and restated, it shall read as
follows:
1.1.12
Certain Benefit Plans . The Benefit Plans and Benefit
Arrangements of Sellers set forth in Section 1.1.12 of the
Disclosure Letter , which Section shall be
updated by Seller and Buyer no later than two (2) business
days prior to the Bid Deadline (as defined in the Bidding
Procedures Order).
3.
Section 1.3.1 of the Purchase Agreement
is hereby amended by amending and restating such section in its
entirety so that, as amended and restated, it shall read as
follows:
1.3.1
No later than the date hereof, Sellers shall have delivered
to Buyer a true, correct and complete list of all Executory
Contracts related to the Purchased Assets or otherwise used in
connection with the Business (the “ Executory
Contract List ”), including the monetary amounts that
must be paid and nonmonetary obligations that otherwise must be
sati
