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EXHIBIT 2.3
PURCHASE AGREEMENT SUPPLEMENT
THIS PURCHASE AGREEMENT SUPPLEMENT is a supplement to that
certain Purchase Agreement, dated March 31, 1998 (the "Purchase Agreement"),
between SAC Acquisition Corp., a Georgia corporation ("SAC"), and NationsBanc
Xxxxxxxxxx Securities LLC. (the "Initial Purchaser"). Unless otherwise defined
herein, defined terms are used herein as defined in the Purchase Agreement.
As a result of the consummation of the Merger, SAC was merged
with and into SIMCALA, Inc., a Delaware corporation (the "Company"), with the
Company being the surviving corporation.
The Company and the Initial Purchaser hereby agree as follows:
(a) the Company hereby (i) assumes the obligations, and makes
the agreements, of SAC under the Purchase Agreement (including, without
limitation, the agreements and obligations in Sections 5 and 8
thereof), and (ii) makes the representations and warranties of SAC to
the Initial Purchaser contained therein; and
(b) the Initial Purchaser hereby (i) reaffirms its obligations
and agreements under the Purchase Agreement (including without
limitation, the agreements and obligations in Section 8 thereof), and
(ii) reaffirms to the Company its representations and warranties
contained therein.
For the purposes of Section 11 of the Purchase Agreement, the address
of the Company shall be the address of the Company set forth in the Final
Memorandum, Attention: C. Xxxxxx Xxxxxxxxx, with copies to: (i) CGW Southeast
Partners III, L.P., Twelve Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000,
Attention: Xxxxxxx X. Xxxxxx; and (ii) Xxxxxx & Bird LLP, 0000 Xxxx Xxxxxxxxx
Xxxxxx, Xxxxxxx Xxxxxxx 00000-0000, Attention Xxxxx XxXxxxx, Esq.
This Purchase Agreement Supplement does not cancel or extinguish any
right or obligation of the parties to the Purchase Agreement. The parties hereto
agree that the Purchase Agreement shall be supplemented only with respect to the
matters referred to herein and the provisions of the Purchase Agreement are
otherwise in full force and effect.
This Purchase Agreement Supplement may be executed in one or
more counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original and all such counterparts
shall together constitute one and the same instrument.
THIS PURCHASE AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.
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IN WITNESS WHEREOF, the undersigned has executed this Purchase
Agreement Supplement as of March 31, 1998.
SIMCALA, INC.
BY: /s/ X. X. Xxxxxxxxx
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NAME: C. XXXXXX XXXXXXXXX
TITLE: CHIEF EXECUTIVE OFFICER
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The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
NATIONSBANC XXXXXXXXXX SECURITIES LLC
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Managing Director
