Cra Holdings Inc – ‘8-K’ for 1/2/97 – EX-2.2

As of:  Friday, 1/17/97   ·   For:  1/2/97   ·   Accession #:  950123-97-327   ·   File #:  0-02934

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Dated January 2, 1997                         4     14K 
 2: EX-2.1      Asset Purchase Agreement Dated 12/20/96               67    220K 
 3: EX-2.2      Asset Purchase Agreement Amendment of 12/31/96         4     12K 

EX-2.2   —   Asset Purchase Agreement Amendment of 12/31/96

EX-2.2
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ASSET PURCHASE AGREEMENT AMENDMENT

                AMENDMENT, dated as of December 31, 1996 (this "Amendment"),
to Asset Purchase Agreement, dated as of December 20, 1996 (the "Asset Purchase 
Agreement"), each by and between GREAT DANE TRAILERS, INC., a Georgia           
corporation ("Trailers"), and its wholly owned subsidiaries, GREAT DANE TRAILERS
TENNESSEE, INC., a Tennessee corporation, and GREAT DANE LOS ANGELES, INC., a   
Georgia corporation (Trailers and its subsidiaries are referred to collectively 
herein as "Sellers" and each as a "Seller"), GREAT DANE HOLDINGS INC., a        
Delaware corporation ("Parent"), and GREAT DANE LIMITED PARTNERSHIP, a Delaware 
limited partnership ("Buyer"). Sellers, Parent and Buyer are referred to        
collectively herein as the "Parties." Other capitalized terms used in this      
Amendment without definition shall have the meanings ascribed thereto in the    
Asset Purchase Agreement.                                                       

W I T N E S S E T H:

             WHEREAS, the Parties desire to amend certain terms in the
Asset Purchase Agreement as hereinafter set forth;                              

           NOW, THEREFORE, the Parties do hereby agree as follows:

 Section 1 -- AMENDMENTS

               Section 1.1 Amendment to Section 1.5. Section 1.5(a) of the
Asset Purchase Agreement is amended by deleting the two references to the date  
"December 19, 1996" in the first sentence thereof and inserting references to   
the date "December 31, 1996" in lieu thereof.                                   

                Section 1.2 Amendment to Section 11.14. Section 11.14 of the
Asset Purchase Agreement is amended by deleting the amount "$2,000,000" in the  
definition for the term "Escrow Amount" in said Section and inserting the amount
"$500,000" in lieu thereof.                                                     

                  Section 1.3 Amendment to Exhibit 1.5(a). Exhibit 1.5(a) to the
Asset Purchase Agreement is deleted and replaced by the Exhibit 1.5(a) which is 
attached to this Amendment.                                                     

Section 2 -- MISCELLANEOUS

                Section 2.1 Headings. The headings of the Articles, Sections
and paragraphs of this Amendment are inserted for convenience only and shall not
be deemed to constitute part of this Amendment or to affect the construction    
hereof.                                                                         

EX-2.2
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                Section 2.2 Governing Law. This Amendment shall be construed
in accordance with and governed by the laws of the State of New York applicable 
to agreements made and to be performed wholly within such jurisdiction. Each of 
the parties hereto hereby irrevocably and unconditionally consents to submit to 
the exclusive jurisdiction of the courts of the State of New York and of the    
United States of America, in each case located in County of New York, for any   
Litigation arising out of or relating to this Amendment and the transactions    
contemplated hereby (and agrees not to commence any Litigation relating thereto 
except in such courts), and further agrees that service of any process, summons,
notice or document by U.S. registered mail to its respective address set forth  
in Section 11.10 of the Asset Purchase Agreement shall be effective service of  
process for any Litigation brought against it in any such court. Each of the    
parties hereto hereby irrevocably and unconditionally waives any objection to   
the laying of venue of any Litigation arising out of this Agreement or the      
transactions contemplated hereby in the courts of the State of New York or the  
United States of America, in each case located in County of New York, and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim 
in any such court that any such Litigation brought in any such court has been   
brought in an inconvenient forum.                                               

               Section 2.3 Counterparts. This Amendment may be executed in
one or more counterparts, each of which shall for all purposes be deemed to be  
an original and all of which shall constitute the same instrument.              

           Section 2.4 Effect of Amendment. Except as specifically
provided herein, this Amendment does not in any way amend, modify or impair the 
terms, conditions and other provisions of the Asset Purchase Agreement, or the  
obligations of the Parties thereunder, and all terms, conditions and other      
provisions of the Asset Purchase Agreement shall remain in full force and effect
except to the extent specifically amended pursuant to the provisions of this    
Amendment.                                                                      

[The remainder of this page intentionally left blank.]

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EX-2.2
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                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed on its behalf as of the date first above written.      

                                GREAT DANE HOLDINGS INC.

           By:
                                       -----------------------
                               Name:
                                Title:

                                 GREAT DANE TRAILERS, INC.

           By:
                                       -----------------------
                               Name:
                                Title:

                                           GREAT DANE TRAILERS TENNESSEE, INC.

           By:
                                       -----------------------
                               Name:
                                Title:

                                    GREAT DANE LOS ANGELES, INC.

           By:
                                       -----------------------
                               Name:
                                Title:

                                      GREAT DANE LIMITED PARTNERSHIP

                                        By:      DANE ACQUISITION CORP.,
                                             Its General Partner

           By:
                                       -----------------------
                               Name:
                                Title:

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EX-2.2
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ACCEPTED AND AGREED :                                                           

CAPITAL RESOURCE ASSOCIATES                                                     

By:      EQ CORPORATION,                                                        
Managing General Partner                                      

By:                                                           
-------------------------                           
Name:                                       
Title:                                      

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		1/17/97
For Period End:		1/2/97							8-K
		12/31/96		1
		12/20/96		1
		12/19/96		1
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