1
EXHIBIT 2.3
AMENDMENT NO. 2
TO RECAPITALIZATION AGREEMENT
Dated as of August 13, 1996
TRW Inc., an Ohio corporation ("TRW"), TRW IS&S International, Inc., an
Ohio corporation ("International"), IS&S Holdings, Inc. (f/k/a TRW Target
Marketing Services Inc.), a Delaware corporation ("Holdings"), TRW Hotel Company
Inc., an Ohio corporation ("Hotel"), TRW Microwave Inc., a California
corporation ("Microwave"), Experian Information Solutions, Inc. (f/k/a TRW
Environmental Management Company), an Ohio corporation ("Operating Company" and
together with TRW, International, Holdings, Hotel and Microwave, the "TRW
Parties"), and IS&S Acquisition Corp., a Delaware corporation ("IS&S"), hereby
agree as follows:
1. REFERENCE TO THE RECAPITALIZATION AGREEMENT; DEFINITIONS.
Reference is made to the Recapitalization Agreement dated as
of February 9, 1996 (as amended, the "Recapitalization
Agreement"), among the TRW Parties and IS&S. Terms defined in
the Recapitalization Agreement and not otherwise defined herein
are used herein with the meanings so defined.
2. AMENDMENTS TO RECAPITALIZATION AGREEMENT. Subject to the terms
and conditions hereof, effective on the date on which the
condition set forth in Section 3 of this Amendment is satisfied
(the "Effective Date of Amendment"), Section 4.3(h) of the
Recapitalization Agreement is hereby amended and restated to
read as follows:
h. make any single new commitment or increase any single
previous commitment for capital expenditures which (i)
will be an Assumed Liability, (ii) is not contained in
TRW's approved capital expenditures budget for the
Business, and (iii) is an amount exceeding Two Hundred
Fifty Thousand Dollars ($250,000);
3. CONDITIONS TO AMENDMENT. This Amendment shall become effective
as of April 1, 1996.
1
2
4. MISCELLANEOUS. Except to the extent specifically amended
hereby, the provisions of the Recapitalization Agreement shall
remain unmodified and, subject to the conditions contained in
this Amendment, the Recapitalization Agreement is hereby
confirmed as being in full force and effect. This Amendment may
be executed in any number of counterparts which together shall
constitute one instrument, shall be governed by and construed in
accordance with the laws of the State of New York, without
regard to the conflict of laws rules of any jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
above written.
IS&S Acquisition Corp.
By: Xxxx X. Xxxxxxxx
___________________________________________
Xxxx X. Xxxxxxxx
Vice President
By: Xxxxx X. Xxxxxxxx
___________________________________________
Xxxxx X. Xxxxxxxx
Vice President
TRW Inc.
By: Xxxxxxx X. Xxxxxxxx
___________________________________________
Xxxxxxx X. Xxxxxxxx
Executive Vice President
By: Xxxxxx X. Xxxxx
___________________________________________
Xxxxxx X. Xxxxx
Executive Vice President and Secretary
TRW IS&S International, Inc.
By: Xxxxx X. Xxxxx
___________________________________________
Xxxxx X. Xxxxx
Vice President
TRW Microwave Inc.
By: Xxxxxxxx X. Xxxxxxx
___________________________________________
Xxxxxxxx X. Xxxxxxx
Vice President and Secretary
2
3
IS&S Holdings, Inc.
By: /S/ Xxxxx X. Xxxxxxxx
___________________________________________
Xxxxx X. Xxxxxxxx
Assistant Secretary
Experian Information Solutions, inc.
By: /S/ Xxxx X. Xxxxxxxx
___________________________________________
Xxxx X. Xxxxxxxx
Vice President
TRW Hotel Company Inc.
By: /S/ Xxxx X. Xxxxxxx
___________________________________________
Xxxx X. Xxxxxxx
Assistant Secretary
3
