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EXHIBIT 2.2
AMENDMENT NO. 1 TO
RECAPITALIZATION AGREEMENT
This AMENDMENT NO. 1 TO RECAPITALIZATION AGREEMENT (this
"AMENDMENT") is made and entered into as of July 17, 2000, by and among Pentagon
Technologies Group, Inc., an Ohio corporation (the "COMPANY"), MPW Industrial
Services Group, Inc., an Ohio corporation ("MPW INDUSTRIAL"), MPW Management
Services Corp., an Ohio corporation ("MPW MANAGEMENT" and together with MPW
Industrial, the "SELLER"), Pentagon Merger Sub, Inc., an Ohio corporation
("SUB"), Baird Capital Partners III Limited Partnership, a Delaware limited
partnership ("BCP"), BCP III Special Affiliates Limited Partnership, a Delaware
limited partnership ("SPECIAL AFFILIATES FUND"), BCP III Affiliates Fund Limited
Partnership, a Delaware limited partnership ("AFFILIATES FUND," and,
collectively with BCP and Special Affiliates Fund, the "BCP PURCHASERS"), PPM
America Private Equity Fund, L.P., a Delaware limited partnership ("PPM"), Old
Hickory Fund I, LLC, a Delaware limited liability company ("OLD HICKORY," and,
together with PPM, the "PPM PURCHASERS"), and Antares Capital Corporation, a
Delaware corporation ("ANTARES").
RECITALS
WHEREAS, the Company, the Seller, Sub and the BCP Purchasers
are parties to that certain Recapitalization Agreement, dated as of April 25,
2000 (the "PURCHASE AGREEMENT");
WHEREAS, the PPM Purchasers and Antares desire, and the
Company, the Seller, Sub and the BCP Purchasers desire the PPM Purchasers and
Antares, to become parties to the Purchase Agreement; and
WHEREAS, the Company, the Seller, Sub, the BCP Purchasers, the
PPM Purchasers and Antares deem it advisable and in the best interests of each
party hereto to amend the Purchase Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual agreements set forth herein, the parties hereto agree as follows:
1. The definition of "PURCHASERS" set forth in the preamble is
hereby amended as follows:
"PURCHASERS" means the BCP Purchasers, the PPM Purchasers and
Antares.
2. Section 2S(ii) is hereby amended in its entirety to read as
follows:
"(ii) certified copies of (a) the resolutions duly adopted by
the Company's and the Seller's respective board of directors
authorizing the execution, delivery and performance of this
Agreement and each of the other agreements contemplated
hereby, the Merger, the Redemption Transaction and the other
transactions contemplated hereby and (b) the resolutions duly
adopted by the Company's
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shareholders approving the Merger, the Management Equity Plan
and approving all other transactions contemplated hereby that
require shareholder approval under applicable law;"
3. Section 11C is hereby amended in its entirety to read as
follows:
"11C. CONSENT TO AMENDMENTS. This Agreement may be amended, or
any provision of this Agreement may be waived; PROVIDED THAT
any such amendment or waiver shall be binding upon the Company
only if set forth in a writing executed by the Company and
referring specifically to the provision alleged to have been
amended or waived, any such amendment or waiver shall be
binding upon the Seller only if set forth in a writing
executed by the Seller and referring specifically to the
provision alleged to have been amended or waived, and any such
amendment or waiver shall be binding upon the Purchasers only
if set forth in a writing executed by the Purchasers
representing a majority of the shares purchased by the
Purchasers hereunder and referring specifically to the
provision alleged to have been amended or waived. No course of
dealing between or among the Parties shall be deemed effective
to modify, amend or discharge any part of this Agreement or
any rights or obligations of any Party under or by reason of
this Agreement."
4. Capitalized terms used herein and not otherwise defined
herein shall have the meanings given to such terms in the Purchase Agreement.
5. This Amendment may be executed in one or more counterparts
(including by means of telecopied signature pages), all of which shall be
considered one and the same agreement, and shall become effective when one or
more of such counterparts have been signed by each of the parties hereto and
delivered to the other parties hereto.
6. The Purchase Agreement shall remain in full force and
effect, as amended hereby, and as so amended the Company, the Seller, Sub, the
BCP Purchasers, the PPM Purchasers and Antares hereby reaffirm all of their
respective rights and obligations thereunder.
* * * * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed by their respective authorized officers as
of the day and year first written above.
PENTAGON TECHNOLOGIES GROUP, INC.
By: /s/ Daniel P. Buettin
---------------------------------
Its: Vice President and CFO
---------------------------------
MPW INDUSTRIAL SERVICES GROUP, INC.
By: /s/ Daniel P. Buettin
---------------------------------
Its: Vice President and CFO
---------------------------------
MPW MANAGEMENT SERVICES CORP.
By: /s/ Daniel P. Buettin
---------------------------------
Its: Vice President and CFO
---------------------------------
PENTAGON MERGER SUB, INC.
By: /s/ Brian W. Anderson
---------------------------------
Its: Vice President
---------------------------------
BAIRD CAPITAL PARTNERS III LIMITED
PARTNERSHIP
By: Baird Capital Partners Management
Company III, L.L.C.
By: /s/ Brian W. Anderson
---------------------------------
Its: Senior Vice President
Signature Page to Amendment No. 1 to Recapitalization Agreement
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BCP III SPECIAL AFFILIATES LIMITED
PARTNERSHIP
By: Baird Capital Partners Management
Company III, L.L.C.
By: /s/ Brian W. Anderson
-----------------------
Its: Senior Vice President
---------------------------------
BCP III AFFILIATES FUND LIMITED
PARTNERSHIP
By: Baird Capital Partners Management
Company III, L.L.C.
By: /s/ Brian W. Anderson
---------------------------------
Its: Senior Vice President
---------------------------------
PPM AMERICA PRIVATE EQUITY FUND, L.P.
By: PPM America Capital Partners, LLC,
its general partner
By: /s/ David Brett
---------------------------------
Its: Managing Member
---------------------------------
OLD HICKORY FUND I, LLC
By: PPM America, Inc., its manager
By: /s/ David Brett
---------------------------------
Its: Managing Member
---------------------------------
ANTARES CAPITAL CORPORATION
By: /s/ David Swanson
---------------------------------
David Swanson, its Director
Signature Page to Amendment No. 1 to Recapitalization Agreement
