EXHIBIT 2.2
EXECUTION COPY
FIRST AMENDMENT TO
LIMITED LIABILITY COMPANY AGREEMENT
OF XXXXXXXXX LLC
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
("Amendment") dated as of November 20, 1998 (the "Effective Date") among GT
SEED TREATMENT INC., f/k/a Xxxxxxxxx, Inc., a corporation organized under the
laws of the State of Minnesota, United States ("GT Seed"), Ecart Inc., f/k/a
Trace Chemicals, Inc., a corporation organized under the laws of the
State of Nevada, United States ("Ecart") and BAYER CORPORATION, a
corporation organized under the laws of the State of Indiana, United States
("Bayer").
WHEREAS, Xxxxxxxxx LLC, a Delaware limited liability company
(the "Company") was formed on September 23, 1998 pursuant to that
certain Certificate of Formation of Xxxxxxxxx LLC;
WHEREAS, Xxxxxxxxx, Inc. and Trace Chemicals, Inc. executed
the Limited Liability Company Agreement effective as of September 23, 1998,
(the "LLC Agreement"); and
WHEREAS, pursuant to that certain Purchase Agreement dated
as of November 20, 1998, by and among Crompton & Xxxxxxx Corporation, Uniroyal
Chemical Company, Inc., Xxxxxxxxx, Inc., Trace Chemicals, Inc., Bayer and
the Company ("Purchase Agreement"), Bayer purchased a forty-nine percent
(49%) Membership Interest in the Company from Xxxxxxxxx, Inc. and a one percent
(1%) Membership Interest in the Company from Trace Chemicals, Inc.; and
WHEREAS, on the Effective Date, Xxxxxxxxx, Inc. changed its
name to GT Seed Treatment Inc., and Trace Chemicals, Inc. changed its name
to Ecart Inc.; and
WHEREAS, the parties hereto have agreed to execute and
deliver this Amendment to reflect the transfer and assignments which occurred
pursuant to the Purchase Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and intending to be legally bound,
the parties hereto hereby agree as follows:
1. All capitalized terms used herein and/or in the recitals
hereto and not otherwise defined herein shall have the meanings ascribed to
such terms in the LLC Agreement, as amended hereby.
2. All references in the LLC Agreement to "Xxxxxxxxx, Inc."
shall now be GT Seed. All references in the LLC Agreement to "Trace
Chemicals, Inc." shall now be Ecart.
3. Bayer hereby agrees to become a Member of the Company as of
the date hereof and agrees to perform and comply with all of the terms,
covenants and conditions of the LLC Agreement, as amended hereby, as a Member
thereof.
4. Ecart hereby withdraws as a Member of the Company and waives
any right to receive any return of capital or other amounts from the Company
in connection with such withdrawal.
5. The LLC Agreement is further amended by deleting Exhibit A in
its entirety and substituting Exhibit A attached to this Amendment therefor.
6. The LLC Agreement, as amended hereby, is in full force and
effect and is hereby ratified and confirmed.
7. The LLC Agreement, as amended hereby, contains the entire
understanding between the parties hereto related to the subject matter thereof
and hereof and supersedes any prior or contemporaneous contracts, agreements,
understandings and/or negotiations, whether oral or written, except for those
agreements, contracts, understandings set forth in the Operative Agreements.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the Effective Date.
ECART INC., GT SEED TREATMENT, INC.,
f/k/a Trace Chemicals, Inc. f/k/a Xxxxxxxxx, Inc.
By:/s/Xxxxxxx X. Xxxxxxx By:/a/Xxxxx Xxxxxx
Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxx
Vice President and Chief Financial Officer President
BAYER CORPORATION
By:/s/Xxxx X. Xxxxx
Name:Xxxx X. Xxxxx
Title: Executive Vice President
EXHIBIT A
To
Limited Liability Company Agreement
Of Xxxxxxxxx LLC
[Intentionally Deleted]
