FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENT
Execution Copy
Exhibit 2.1
FIRST AMENDMENT TO THE
First Amendment to the Stock Purchase Agreement (this “First Amendment”), dated as of
March 31, 2006, by and between Xxxxxx Dodge Corporation, a New York corporation (the
“Seller”), and International Wire Group, Inc., a Delaware corporation (the
“Purchaser”). Capitalized terms not defined herein shall have the meanings ascribed to
such terms in the Stock Purchase Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the parties hereto are party to the Stock Purchase Agreement, dated as of March 4,
2006, by and between the Seller and the Purchaser, including its Exhibits and Schedules (the
“Stock Purchase Agreement”); and
WHEREAS, the parties desire to amend the Stock Purchase Agreement in the manner set forth
below.
NOW, THEREFORE, in consideration of the foregoing premises and respective agreements made
herein and of the mutual benefits to be derived therefrom, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Copper Inventory Price.
(a) The first sentence of Section 1.5(b) is hereby amended (A) by deleting the words
“After the close of business on the Business Day immediately preceding the Closing Date”
and inserting the words “On the first day after the Closing Date”, (B) by deleting the text
“(i)” and (C) by deleting the words “and (ii)” and inserting the words “, and on
the first Business Day after such inventory is taken, the Seller shall”.
(b) The third sentence of Section 1.5(b) is hereby amended by deleting the words “the
Closing” and inserting the words “the Seller’s delivery to the Purchaser of the Seller’s
certificate setting forth such calculations”.
2. Transfer of Japanese Subsidiary.
(a) Section 4.12 is hereby amended by adding the following at the conclusion of the
first sentence: “; provided that, notwithstanding anything to the contrary, the Seller
shall cause the Services Agreement between the Company and
Xxxxxx Xxxxxx, dated as of January 31, 2003, to be assigned to, and assumed by, an
Affiliate of the Seller.”
3. Post-Closing Access. The first sentence of Section 9.7 is hereby amended by
replacing both instances of the word “Company” with “Company Group”.
4. Schedule 2.14. Schedule 2.14 is hereby amended by replacing the text in the first
entry under the column “Extended Statute of Limitations” with the following: “For tax years ended
12-31-00, 12-31-01 and 12-31-02 to 6-30-07”.
5. Effect of Amendment. Except as specifically provided herein, the Stock Purchase
Agreement is in all respects ratified and confirmed. All of the terms, conditions and provisions
of the Stock Purchase Agreement as hereby amended shall be and remain in full force and effect.
6. Entire Agreement. This First Amendment, together with the unaltered portions of
the Stock Purchase Agreement, Schedules and Exhibits thereto and the Ancillary Agreements, when
executed and delivered, constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede all other prior agreements and understandings, oral or written, express
or implied, between the parties hereto and their respective Affiliates, representatives and agents
in respect of the subject matter hereof.
7. Governing Law. This First Amendment shall be construed, performed and enforced in
accordance with the laws of the State of New York, without giving effect to its principles or rules
of conflict of laws to the extent such principles or rules would require or permit the application
of the Laws of another jurisdiction.
8. Counterparts. This First Amendment may be executed in counterparts (including by
facsimile), both of which shall constitute one and the same instrument.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of
the date first above written.
| XXXXXX DODGE CORPORATION |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |||
| Title: | Senior Vice President – Asia | |||
| INTERNATIONAL WIRE GROUP, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | Chief Executive Officer | |||
3
