Exhibit 2.2
AMENDMENT NO. 1 TO
RECAPITALIZATION AGREEMENT
This AMENDMENT NO. 1 TO RECAPITALIZATION AGREEMENT (this "AMENDMENT"),dated
April 21, 1999, is by and among X. X. Xxxxxx Automotive Castings, Inc. (the
"COMPANY"), JLF Acquisition LLC (the "Buyer") and Windward Capital Partners,L.P.
( "the SELLERS' REPRESENTATIVE" ) and amends that certain Recapitalization
Agreement (the "AGREEMENT"), dated as of March 29, 1999, by and among the
Company,the Buyer and the Stockholders listed on the signature page thereto.
WHEREAS, the aggregate equity investment amount to be made by the Buyer
and its co-investors, as set forth on Section 1.1 of the Buyer Disclosure
Schedule, has increased from $152.5 million to $156.0 million; and
WHEREAS, the Company, the Buyer and the Sellers' Representative wish to
amend the Agreement to reflect the foregoing as set forth herein.
NOW THEREFORE, in consideration of the agreements herein contained, the
parties hereto agree as follows:
1. AMENDMENT. The Agreement is hereby amended by:
(a) replacing the amount of "$155,000,000" as it appears in
Section 1.1 of the Agreement with "$158,500,000";
(b) replacing the percentage "88.5714%" as it appears in
Section 1.1 of the Agreement with "88.7955%"; and
(c) replacing the percentage "11.42857%" as it appears in
Section 1.2(a) of the Agreement with "11.2045%".
2. APPLICABLE LAW. ALL ISSUES AND QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW
PROVISIONS (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF NEW YORK.
3. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
This Amendment shall become effective upon the execution of a
counterpart hereof by each of the parties hereto, and written or telephonic
notification of such execution and authorization of delivery thereof has been
received by each party hereto.
* * * * *
IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be
executed by their respective officers hereunto duly authorized as of the day and
year first written above.
X. X. XXXXXX AUTOMOTIVE CASTINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name:
Title:
JLF ACQUISITION LLC
By: /s/ Xxxx X. Xxxxxx
Name:
Title:
WINDWARD CAPITAL PARTNERS, L.P.,
As Sellers' Representative
By: Windward Capital Associates, Inc.,
Its General Partner
By: /s/ Xxxx X. Xxxxxxx
Name:
Title:
