AMENDMENT NO. 1 TO RECAPITALIZATION AGREEMENT Dated as of June 17, 1996
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EXHIBIT 2.2
AMENDMENT NO. 1
TO RECAPITALIZATION AGREEMENT
Dated as of June 17, 1996
TRW Inc., an Ohio corporation ("TRW"), IS&S International Inc. (f/k/a
TRW IS&S International, Inc.), an Ohio corporation ("International"), IS&S
Holdings, Inc. (f/k/a Target Marketing Services Inc.), a Delaware corporation
("Holdings"), TRW Hotel Company Inc., an Ohio corporation ("Hotel"), TRW
Microwave Inc., a California corporation ("Microwave"), IS&S Holdings, Inc.
(f/k/a TRW Environmental Management Company), an Ohio corporation ("Holdings"
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"), the
Recapitalization Agreement is hereby amended as follows:
a. AMENDMENT TO SECTION 5.2. Clause (k) of Section
5.2 is hereby amended to add as a concluding
sentence the following:
"The indemnity agreement to which reference is made in the
preceding sentence shall be in the exact form of Appendix R
hereto."
b. AMENDMENT TO RECAPITALIZATION AGREEMENT. The
Recapitalization Agreement is hereby amended by
adding immediately after Appendix Q a new
Appendix R which Appendix R is attached as
Exhibit 2.2 to this Amendment.
3. CONDITIONS TO AMENDMENT. This Amendment shall become effective
upon the execution of this Amendment by each of the TRW
Parties and IS&S.
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
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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 jurisdictions.
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: /s/ Xxxx X. Xxxxxxxx
___________________________________
Title:
By: /s/ Xxxxx X. Xxxxxxxx
___________________________________
Title:
TRW INC.
By: /s/ Xxxxx X. Xxxxx
___________________________________
Title: Assistant General Counsel
and Assistant Secretary
By: /s/ Xxxx X. Xxxxxx
___________________________________
Title: Executive Vice President
and Chief Financial Officer
IS&S INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxxx
___________________________________
Title: Assistant Secretary
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TRW MICROWAVE INC.
By: /s/ Xxxx X. Xxxxxxx
_______________________________
Title: Assistant Secretary
IS&S HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxxx
_______________________________
Title: Assistant Secretary
INFORMATION SYSTEMS AND SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxx
_______________________________
Title: Assistant Secretary
TRW HOTEL COMPANY INC.
By: /s/ Xxxx X. Xxxxxxx
_______________________________
Title: Assistant Secretary
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