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Exhibit 2.2
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This First Amendment to Agreement and Plan of Reorganization is dated
as of January 13, 1997 by and among NFC Castings, Inc., a Delaware corporation
("Parent"), NC Merger Company, a Wisconsin corporation ("Newco"), and Neenah
Corporation, a Wisconsin corporation (the "Company").
RECITALS
Parent, Newco and the Company entered into an Agreement and Plan of
Reorganization dated as of November 20, 1996 ("Agreement") pursuant to which
they agreed to consummate a transaction in which Parent would acquire the
Company for cash through a reverse triangular merger of Newco with and into the
Company, whereby all of the outstanding shares of the capital stock of the
Company would be converted into the right to receive cash and all of the
outstanding shares of the capital stock of Newco would be converted into shares
of the capital stock of the Company, upon the terms and subject to the
conditions set forth in the Agreement. The parties desire to amend certain
provisions of the Agreement in the manner and to the extent set forth herein, to
extend the closing date and the outside date for such transaction.
Accordingly, in consideration of the premises and of the mutual
agreements, provisions and covenants herein contained, the parties hereto hereby
agree as follows:
1. AMENDMENT OF THE AGREEMENT.
1.1 Closing Date. Sections 2.2, 9.1(b)(ii) and 9.1(c)(ii) of the
Agreement are amended by substituting the date "February 20, 1997" for the date
"January 31, 1997" each place it appears.
1.2 Outside Date. Sections 9.1(b)(iii) and 9.1(c)(iii) of the Agreement
are amended by substituting the date "February 21, 1997" for the date "February
15, 1997" each place it appears.
2. RATIFICATION.
Except as expressly amended by this Amendment, all of the terms and
conditions of the Agreement shall remain in full force and effect. The
Agreement, as amended hereby, and all rights and powers created thereby and
thereunder are in all respects ratified and confirmed.
3. COUNTERPARTS.
This Amendment may be signed in any number of counterparts, all of
which taken together shall constitute one fully-executed agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
NFC CASTINGS, INC.
/s/ NFC Castings, Inc.
By:________________________________
Title:_____________________________
NC MERGER COMPANY
/s/ NC Merger Company
By:________________________________
Title:_____________________________
NEENAH CORPORATION
/s/ Neenah Corporation
By:________________________________
Title:_____________________________
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