1
EXHIBIT 2.2
EXECUTION COPY
SECOND AMENDMENT TO
ASSET PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (the "First
Amendment") is made and entered into as of the __th day of November 1997, by and
among MACHINE TOOL AND GEAR, INC., a Michigan corporation ("Seller"), XXX X.
XXXXXXX, XXXXXX X. XXXXXXX, XXXXXX X. XXXXXXX, XXXXXX X. XXXXXXX, and XXXXXXX X.
XXXXXXX ("Indemnitors"), JMJ AND COMPANY, a Michigan co-partnership ("JMJ"), and
NEWCOR, INC., a Delaware corporation ("Buyer").
RECITALS
Seller, Indemnitors, JMJ and Buyer entered into an Asset Purchase
Agreement dated as of October 1, 1997, as amended by that certain First
Amendment to Asset Purchase Agreement dated October 28, 1997 (the "Agreement"),
but subsequently have determined that certain amendments to the Agreement are
necessary and appropriate and therefore wish to amend the Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements, representations and warranties hereinafter set forth, Buyer, Seller,
Indemnitors and JMJ agree as follow:
1. Subsection 3.02(d) of the Agreement shall be and hereby is amended
and restated in its entirety to read as follows:
"(d) On the Closing Date, a promissory note bearing simple
interest at the rate of 8% per annum and secured by a security interest
in the Assets (which shall expressly permit sales of Assets in the
ordinary course of business) shall be executed by Buyer in favor of
Seller in the amount of Twenty-One Million Eight Hundred Fifty Thousand
Dollars ($21,850,000.00) and (unless the Xxxxx Property becomes an
Excluded Asset as provided in Section 2.01(k), in which event no amount
shall be paid to JMJ) a promissory note bearing simple interest at the
rate of 8% per annum and secured by a lien on the Xxxxx Property shall
be executed by Buyer in favor of Seller in the amount of Four Hundred
Thousand Dollars ($400,000.00) to JMJ, respectively;"
2. Except as amended hereby, the Agreement is ratified and confirmed
in all respects.
(THIS SPACE INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the date and year first above written.
"SELLER"
MACHINE TOOL AND GEAR, INC.,
a Michigan corporation
By:
---------------------------------
Xxx X. XxXxxxx
Its: President
"BUYER"
NEWCOR, INC., a Delaware corporation
By:
---------------------------------
W. Xxxx Xxxxxxxxx
Its: President
"INDEMNITORS"
-----------------------------------------
Name: Xxx X. XxXxxxx
Address: c/o North Lakes
Manufacturing, Inc.
0000 Xxxxx Xxxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
-----------------------------------------
Name: Xxxxxx X. XxXxxxx
Address: c/o North Lakes
Manufacturing, Inc.
0000 Xxxxx Xxxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
-----------------------------------------
Name: Xxxxxx X. XxXxxxx
Address: c/o North Lakes
Manufacturing, Inc.
0000 Xxxxx Xxxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
-2-
3
"INDEMNITORS" (continued from
previous page)
-----------------------------------------
Name: Xxxxxx X. XxXxxxx
Address: c/o North Lakes
Manufacturing, Inc.
0000 Xxxxx Xxxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
-----------------------------------------
Name: Xxxxxxx X. XxXxxxx
Address: c/o North Lakes
Manufacturing, Inc.
0000 Xxxxx Xxxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
"JMJ"
JMJ and Company
-----------------------------------------
Name: Xxx XxXxxxx
Partner
-3-
