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EXHIBIT 2.2
AMENDMENT NO. 1
TO
STOCKHOLDERS' AGREEMENT
This AMENDMENT NO. 1 to Stockholders' Agreement, is dated as of
April 8, 1997 and is by and among Xxxxx Wheels International,
Inc., a Delaware corporation (the "Company"), Xxxxxx Xxxxxxxxxx & Levy Fund
II, L.P., a Delaware limited partnership ("JLL"), Chase Equity Associates,
a California limited partnership ("Chase"), CIBC WG Argosy Merchant Fund 2,
L.L.C., a Delaware limited liability company ("Argosy"), Nomura Holding
America, Inc., a Delaware corporation ("Nomura"), and TSG Capital Fund II,
L.P., a Delaware limited partnership ("TSG") (JLL, Chase, Argosy, Nomura
and TSG, each being referred to herein as a "Stockholder" and collectively
being referred to herein as the "Stockholders"). Capitalized terms used
but not otherwise defined shall have the respective meanings set forth in
the Stockholders' Agreement (as defined below).
WITNESSETH
WHEREAS, the Stockholders are parties to that certain
Stockholders' Agreement, dated as of July 2, 1996 (the "Stockholders'
Agreement"), relating to shares of common stock, par value $.01 per share,
of the Company.
WHEREAS, under the terms of the Stockholders' Agreement, Argosy
is entitled to appoint a non-voting representative to attend meetings of
the Company's Board of Directors.
WHEREAS, the Stockholders are desirous of amending the
Stockholders' Agreement to permit Argosy to designate a representative as a
voting member of the Company's Board of Directors.
NOW THEREFORE, in consideration of good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Section 3.01(a) of the Stockholders' Agreement is hereby
amended in its entirety to read as follows:
(a) Members. During the term of this Agreement, each of JLL,
TSG, Nomura and Argosy will use their best efforts to cause the
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Board of Directors of the Company (the "Board") to consist of
nine (9) members, of which: (i) four members shall be
designees of JLL; (ii) one member shall be a designee of TSG;
(iii) one member shall be a designee of Argosy; (iv) one member
shall be the Chief Executive Officer of the Company; and (v)
the other two members shall be determined by the Board;
provided, however, such members determined by the Board shall
not be affiliated with the Company or any of the Stockholders.
During the term of this Agreement, the Company shall use its
best efforts and shall exercise all authority under applicable
law to cause to be elected or appointed, as the case may be, as
directors of the Company a slate of directors consisting of
individuals meeting the requirements of the previous sentence.
2. The last sentence of Section 4.01(b) is hereby amended in
its entirety to read as follows:
Notwithstanding anything stated herein to the contrary, the
Transfer of Shares by any of JLL, TSG or Argosy shall not
result in the assignment of such transferring Stockholder's
rights under Section 3.01(a) hereof.
3. Except as specifically amended hereby, the Stockholders'
Agreement shall continue and remain in full force and effect in accordance with
its terms. From and after the date hereof, all references in the Stockholders'
Agreement to the "Agreement," "hereunder," "hereof," "herein," or words of
similar import shall mean and be a reference to the Stockholders' Agreement as
amended by this Amendment No. 1.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned hereby agrees to be bound by the
terms and provisions of this Amendment No. 1 to the Stockholders' Agreement as
of the date first above written.
XXXXX WHEELS INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
XXXXXX XXXXXXXXXX & LEVY FUND II, L.P.
By: JLL ASSOCIATES II, L.P.,
its General Partner
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: General Partner
CHASE EQUITY ASSOCIATES, a
California Limited Partnership
By: CHASE CAPITAL PARTNERS,
its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: General Partner
CIBC WG ARGOSY MERCHANT FUND 2,
L.L.C.
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
Title: Member
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XXXXXX XXXXXXX XXXXXXX, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Managing Director
TSG CAPITAL FUND II, L.P.
By: TSG ASSOCIATES II, L.P.,
its General Partner
By: TSG ASSOCIATES II, INC.,
its General Partner
By: /s/ Cleveland A. Xxxxxxxxxx
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Name: Cleveland A. Xxxxxxxxxx
Title: President
