EXHIBIT 2.3
AMENDMENT NO. 1 TO MEMORANDUM OF PURCHASE AND SALE AGREEMENT
This Amendment No. 1 to the Memorandum of Purchase and Sale Agreement,
dated July 21, 1998 (the "Agreement"), by and among IMCO Recycling Inc., a
Delaware corporation ("Buyer"), and each of The Xxxxxxxx and Xxxxxx Xxxxxxxx
Community Property Trust, a Texas trust, The Xxxxxxxx and Xxxxxx Xxxxxxxx
Foundation, The Xxxxxxxx and Xxxxxx Xxxxxxxx Charitable Remainder Trust, a Texas
trust, M. Xxxx Xxxxxxxx, Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxxx Xxxxx, all residents
of the state of Texas, (collectively, "Shareholders") is made by and among Buyer
and the Shareholders (acting by and through M. Xxxx Xxxxxxxx individually and as
the Shareholders' Representative in accordance with Section 7 of the Agreement)
effective as of the 20th day of August, 1998. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Agreement.
W I T N E S S E T H:
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WHEREAS, Buyer and the Shareholders have entered into the Agreement;
WHEREAS, the closing of the transactions contemplated by the Agreement
occurred on July 21, 1998 (the "Closing Date");
WHEREAS, the parties to the Agreement wish to amend the Agreement to
memorialize certain understandings among them in connection with the terms and
conditions set forth in Sections 2.3(c) and 2.3(d) of the Agreement;
NOW, THEREFORE, Buyer and the Shareholders hereby agree as follows:
1. Section 2.3(c) of the Agreement is hereby deleted in its entirety and
replaced with the following in lieu thereof:
"(c) In the event the Net Worth is less than $16,750,000 as of
the Effective Date, then the amount of the Cash Component to be paid
to Shareholders as described in Section 2.2(a) herein shall be reduced
by an amount (if any) equal to the difference between $16,750,000 and
the Net Worth as of the Effective Date."
2. Section 2.3(d) of the Agreement is hereby amended by deleting the third
sentence thereof and replacing it with the following in lieu thereof:
"Buyer will deliver the Closing Financial Statements to
Shareholders within forty-five (45) days after the Closing Date."
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3. Except as expressly modified by the terms hereof, the terms and conditions
of the Agreement shall remain in full force and effect for all purposes.
This Amendment No. 1 may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Amendment No. 1 and all
of which, when taken together, will be deemed to constitute one and the
same agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to
the Memorandum of Purchase and Sale Agreement effective as of the day and year
first above written.
BUYER:
IMCO RECYCLING INC.
/s/ XXX X. XXXXXX
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XXX X. XXXXXX, Chief Executive Officer
SHAREHOLDERS:
/s/ M. XXXX XXXXXXXX
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M. XXXX XXXXXXXX, acting individually and in his
capacity as Shareholders' Representative in
accordance with the terms of Section 7 of the
Agreement, for and on behalf of M. Xxxx Xxxxxxxx,
Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx Xxxxx, The
Xxxxxxxx and Xxxxxx Xxxxxxxx Community Property
Trust, The Xxxxxxxx and Xxxxxx Xxxxxxxx
Foundation, and the Xxxxxxxx and Xxxxxx Xxxxxxxx
Charitable Remainder Trust.
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