GSD ACQUISITION CORP. GREENWICH IV, LLC C/O GREENWICH STREET CAPITAL PARTNERS, L.P. 388 GREENWICH STREET 36TH FLOOR NEW YORK, NY 10013
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Exhibit 2.2
GSD ACQUISITION CORP.
GREENWICH IV, LLC
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January 15, 1998
To Each of the Stockholders
of Day International Group, Inc.
c/o Day International Group, Inc.
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Dear Sirs:
Reference is made to the Stock Purchase Agreement (the "Stock
Purchase Agreement"), dated as of December 18, 1997, among the stockholders and
optionholders named on the signature pages attached hereto (each, a "Seller" and
collectively, the "Sellers") of Day International Group, Inc., a Delaware
corporation (the "Company"), Greenwich IV LLC, a Delaware limited liability
company ("Greenwich"), and GSD Acquisition Corp., a Delaware corporation and a
subsidiary of Greenwich (the "Buyer"). This letter agreement shall hereinafter
be referred to as the "Amendment." Capitalized terms used herein without
definition shall have the respective meanings assigned thereto in the Stock
Purchase Agreement.
WHEREAS, Greenwich, the Buyer and the Sellers desire to amend
the Stock Purchase Agreement to provide that certain Sellers who are employees
of the Company shall remain as stockholders and optionholders of the Company
following the Closing;
WHEREAS, in connection with the closing under the Stock
Purchase Agreement, certain of the Options will become immediately exercisable;
and
WHEREAS, the Buyer and the Sellers desire to provide for the
contribution to the capital of the Company by the Buyer, in exchange for newly
issued shares of common stock of the Company, of all Options purchased by the
Buyer pursuant to the Stock Purchase Agreement.
NOW, THEREFORE, the Sellers, Greenwich, and the Buyer hereby
agree as follows:
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12. AMENDMENT TO SECTION 2.1. Section 2.1(a) of the Stock
Purchase Agreement is hereby amended by adding the following language at the end
of such Section:
"Notwithstanding the foregoing, the Buyer shall not purchase the Shares or
make any payments otherwise due in respect of any of the Options held by
any Seller which are set forth on the portion of Section 2.1(a) of the
Disclosure Schedule which is applicable to such Seller (such Shares, the
"Retained Shares"; such Options, the "Retained Options"; and each Seller
whose name is set forth on Section 2.1(a) of the Disclosure Schedule, an
"Employee Stockholder"), and no consideration will be paid by the Buyer to
the Employee Stockholders in respect of the Retained Shares or the Retained
Options at the Closing. Each Employee Stockholder hereby waives all of such
Employee Stockholder's rights under Section 7 of the Stockholders Agreement
in respect of his or her Retained Shares and Retained Options. Each
Employee Stockholder agrees that immediately prior to the Closing, the
Stockholders Agreement shall be automatically terminated in all respects
and that as of the Closing, each Employee Stockholder will enter into a
stockholders agreement with the Company, substantially in the form attached
hereto as Exhibit 2.1 (the "Interim Stockholders Agreement")."
13. AMENDMENT TO SECTION 2.2. Section 2.2 of the Stock
Purchase Agreement is hereby amended by deleting the penultimate sentence of
Section 2.2 and inserting the following language in lieu thereof:
"Notwithstanding the foregoing or any other provision of this Agreement,
the Company's Stock Option Plan shall not be terminated as of the Closing
Date. In consideration of the transactions contemplated by this Agreement,
at or prior to the Closing Date, the Board of Directors of the Company
shall adopt such resolutions or take such other actions (including, without
limitation, amending the Company's Stock Option Plan) to provide that the
Retained Options shall remain exercisable and outstanding following the
consummation of the transactions contemplated by this Agreement and to
permit the Buyer to purchase the Options, other than Retained Options, in
connection with the consummation of the transactions contemplated by this
Agreement."
14. SALE OF OPTIONS. Notwithstanding anything herein to the
contrary, as of the Closing, all Options, other than the Retained Options, will
be deemed sold to the Buyer by the holders of such Options, whereupon the Buyer
shall be deemed to contribute such Options to the Company in consideration for
the Company's issuance to the Buyer of a number of Shares equal to the Option
Share Amount, as defined below. For purposes of the foregoing, the Option Share
Amount shall equal the excess of (x) the aggregate number of Shares issuable
upon the exercise of such Options over (y) such number of Shares as is derived
by dividing (i) the aggregate exercise price for all such Options by (ii) the
Per Share Amount.
15. AMENDMENT TO SECTION 3.2. Section 3.2 of the Stock
Purchase Agreement is hereby amended as follows: (i) by adding the following
language at the end of Section 3.2(i): ", except for any interest which accrues
on the Senior Subordinated Notes or under the U.S. Credit Agreement from and
after January 16, 1998"; and (ii) by adding the following language to the end of
Section 3.2 (following subsection 3.2(iv); "and (v) deducting therefrom
$297,849".
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16. REPRESENTATIONS AND WARRANTIES.
(a) Each Employee Stockholder represents and warrants that it
has made its decision to retain its Retained Shares and Retained Options
independently of and without reliance on any advice, statements, representation
or warranties by Greenwich, the Buyer, the Company or any of their respective
affiliates, employees or advisors, except for those covenants of the Buyer and
the Company explicitly set forth in the Interim Stockholders Agreement attached
hereto;
(b) Each Employee Stockholder represents and warrants that
this Amendment is, and when executed and delivered, the Interim Stockholders
Agreement and the Stockholders Agreement referred to in Section 1 of the Interim
Stockholders Agreement (the "Final Stockholders Agreement") will be, valid and
binding obligations of such Employee Stockholder, enforceable in accordance with
their respective terms, except to the extent that such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to creditors' rights generally, and general
principles of equity (whether such principles are considered in a court of law
or equity);
(c) Each Employee Stockholder represents and warrants that the
execution and delivery of this Amendment, the Interim Stockholders Agreement,
the Final Stockholders Agreement and the consummation by such Employee
Stockholder of the transactions contemplated hereby and thereby will not
conflict with, or result in a breach of any terms or constitute a default under
any agreement or instrument or any statute, law, rule or regulation or any
judgement, decree, writ, injunction, order or award which is applicable to such
Employee Stockholder or by which such Employee Stockholder or any material
portion of its properties is bound.
17. AMENDMENT TO DISCLOSURE SCHEDULE. The Disclosure Schedule
to the Stock Purchase Agreement is hereby amended by adding thereto a new
Schedule 2.1(a), in the form attached hereto. A new Schedule 2.1(a) is also
hereby added to the Stock Purchase Agreement.
18. FULL FORCE AND EFFECT. Except as provided in this
Amendment, the Stock Purchase Agreement shall continue in full force and effect
in accordance with the provisions thereof.
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If you are in agreement with the foregoing, please execute
this Amendment in the appropriate signature line below, whereupon this Amendment
will become a binding agreement among the Sellers, Greenwich and the Buyer as of
the date first above written.
Very truly yours,
GREENWICH IV, LLC
By:______________________
Name:
Title:
GSD ACQUISITION CORP.
By:______________________
Name:
Title:
The foregoing is hereby agreed to:
AMERICAN INDUSTRIAL PARTNERS
CAPITAL FUND, L.P.
By: AMERICAN INDUSTRIAL PARTNERS, L.P., its General Partner
By: AIP MANAGEMENT CO.,
its Managing General Partner
By:_______________________________________
Name:
Title:
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AMERICAN INDUSTRIAL PARTNERS
CAPITAL FUND II, L.P.
By: AMERICAN INDUSTRIAL
PARTNERS II, L.P., its General Partner
By: AMERICAN INDUSTRIAL PARTNERS CORPORATION, its General Partner
By:_______________________________________
Name:
Title:
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Schedule 2.1(a)
[That portion of Schedule 2.1(a) containing the number of Shares to be retained
by each Employee Stockholder has been individually telecopied to each Employee
Stockholder.]
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