AMENDMENT TO STOCK PURCHASE AGREEMENT Dated as of January 25, 2007
EXHIBIT 2.2
AMENDMENT TO STOCK PURCHASE AGREEMENT
Dated as of January 25, 2007
Reference is made to that certain Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of November 10, 2006, by and among Tube City IMS Corporation, Mill Services Holdings, LLC, on behalf of itself and as Securityholder Representative (the “Securityholder Representative”), the other sellers listed on Annex A thereto and Metal Services Acquisition Corp. (the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Stock Purchase Agreement.
Section 12.2 of the Stock Purchase Agreement provides that the Stock Purchase Agreement may be amended or modified in writing by an instrument duly executed by the Securityholder Representative and the Buyer.
For good and valuable consideration (including the promises set forth herein), the receipt and sufficiency of which are hereby acknowledged, each of the Securityholder Representative and the Buyer intending to be legally bound, hereby agree as follows:
1. | Amendment to Schedule 1.2. Schedule 1.2 attached to the Stock Purchase Agreement is hereby amended and restated in its entirety to read as set forth in Annex I to this Amendment to Stock Purchase Agreement (this “Amendment”). |
2. | Amendment to Schedule 1.5. Schedule 1.5 attached to the Stock Purchase Agreement is hereby amended and restated in its entirety to read as set forth in Annex II to this Amendment. |
3. | Amendment to Section 1.1. The definition of “Closing Cash” is hereby amended by deleting the phrase “immediately prior to the Closing”. |
4. | Amendment to Section 7.7(b). Section 7.7(b) is hereby amended in its entirety to read as follows: |
“The Buyer shall, or shall cause the Company and its subsidiaries to, maintain, in effect for six years from the Closing Date, at no expense to the beneficiaries thereof, a “tail” or “runoff” directors’ and officers’ liability insurance policy in the amount of $10 million with Greenwich Insurance Company policy no. ELU 094496-06, which policy is currently in full force and effect, providing coverage with respect to matters existing or occurring at or prior to the Closing Date (including the negotiation, execution and performance of this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions). The premium payable upon issuance of such policy shall be included in Company Expenses to the extent unpaid at Closing.”
5. | Miscellaneous. Except as modified hereby, the provisions of the Stock Purchase Agreement shall remain unmodified, and, subject to the amendments contained |
herein, the Stock Purchase Agreement is hereby confirmed as having been validly executed and delivered by each of the undersigned and 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 substantive laws of the State of New York, without reference to or giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. |
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered as of the date first above written.
METAL SERVICES ACQUISITION CORP. | ||
By: | /s/ Xxxxxxx A.R. Xxxxxxxxx | |
Name: Xxxxxxx A.R. Xxxxxxxxx Title: President and Secretary | ||
MILL SERVICES HOLDINGS, LLC on behalf of itself and as Securityholder Representative | ||
By: | /s/ Xxxx Xxxxxxx | |
Name: Xxxx Xxxxxxx Title: Partner |
Annex I
SCHEDULE 1.2
Management Sellers
I Xxxxxxx Xxxxxx
IMC Tube City Holdings, Inc.
IMC Tube City Investments, LLC
Xxxxxx Xxxxxx
Xxxxxxx X. Kalouche
Xxxxx Xxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxx Xxxxxx
Xxxxxxx Xxxxxxx
Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxx
Xxxxx Xxxxxx
Xxxxx Xxx Xxxxxxxxx
Xxxxxx Xxxxxx
Xxxxx Xxxxxxxxx
Xxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxx X. Xxxxxx,
Xxxx X. Xxxxxxx
Xxxx X. Xxxxxx
Xxxxxxx X. Xxxxx
Xxxxxxx Xxxxx
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Annex II
SCHEDULE 1.5
Rollover Contribution Amount
Management Seller |
Rollover Contribution Amount | |
I Xxxxxxx Xxxxxx | $5,500 | |
IMC Tube City Holdings, Inc. | $5,500 | |
IMC Tube City Investments, LLC | $10,989,000 | |
Xxxxxx Xxxxxx | $2,000,000 | |
Xxxxxxx X. Kalouche | Value of all Shares1 held by Mr. Kalouche | |
Xxxxx Xxxxxxx | $1,750,000 | |
Xxxxxx X. Xxxxxxx | $760,000 | |
Xxxxxx Xxxxxx | $400,000 | |
Xxxxxxx Xxxxxxx | $250,000 | |
Xxxxxxxx X. Xxxxx | $500,000 | |
Xxxxxxx X. Xxxxxx | $100,000 | |
Xxxxxx X. Xxxxxxx | Value of all Shares2 held by Xx. Xxxxxxx | |
Xxxx X. Xxxxx | $210,000 | |
Xxxxx Xxxxxx | $100,000 | |
Xxxxx Xxx Xxxxxxxxx | Value of all Shares3 held by Xx. Xxx Xxxxxxxxx | |
Xxxxxx Xxxxxx | $100,000 | |
Xxxxx Xxxxxxxxx | $180,000 | |
Xxxxx Xxxxxx | $120,000 | |
Xxxxx Xxxxx | $100,000 | |
Xxxxxx, Xxxxxx X. | $80,000 | |
Xxxx X. Xxxxxxx | $50,000 | |
Xxxx X. Xxxxxx | Value of all Shares4 held by Xx. Xxxxxx | |
Xxxxxxx X. Xxxxx | $30,000 | |
Xxxxxxx Xxxxx | $40,000 |
1 |
Mr. Kalouche is contributing all Shares owned by him plus cash to equal an aggregate investment of $1,000,000 - (Per Share Price multiplied by the total number of Shares held by Mr. Kalouche). |
2 |
Xx. Xxxxxxx is contributing all Shares owned by him plus cash to equal an aggregate investment of $280,000 - (Per Share Price multiplied by the total number of Shares held by Xx. Xxxxxxx). |
3 |
Xx. Xxx Xxxxxxxxx is contributing all Shares owned by him plus cash to equal an aggregate investment of $260,000 - (Per Share Price multiplied by the total number of Shares held by Xx. Xxx Xxxxxxxxx). |
4 |
Xx. Xxxxxx is contributing all Shares owned by him plus cash to equal an aggregate investment of $110,000 - (Per Share Price multiplied by the total number of Shares held by Xx. Xxxxxx). |
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