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EXHIBIT 2.4
AMENDMENT NO. 3
TO RECAPITALIZATION AGREEMENT
Dated as of September 18, 1996
TRW Inc., an Ohio corporation ("TRW"), TRW IS&S International, Inc., an
Ohio corporation ("International"), IS&S Holdings, Inc. (f/k/a Target Marketing
Services Inc.), a Delaware corporation ("Holdings"), TRW Hotel Company Inc., an
Ohio corporation ("Hotel"), TRW Microwave Inc., a California corporation
("Microwave"), Experian Information Solutions, Inc. (f/k/a TRW Environmental
Management Company), an Ohio corporation ("Operating Company" and together with
TRW, International, Holdings, Hotel and Microwave, the "TRW Parties"), and
Experian Corporation (f/k/a IS&S Acquisition Corp.), a Delaware corporation
("Experian"), hereby agree as follows:
1. REFERENCE TO THE RECAPITALIZATION AGREEMENT; DEFINITIONS.
Reference is made to the Recapitalization Agreement dated as
of February 9, 1996, (as amended, the "Recapitalization
Agreement"), among the TRW Parties and Experian. Terms defined
in the Recapitalization Agreement and not otherwise defined
herein are used herein with the meanings so defined.
2. AMENDMENTS TO RECAPITALIZATION AGREEMENT. Subject
to the terms and conditions hereof, effective on the date on
which the condition set forth in Section 3 of this Amendment
is satisfied (the "Effective Date of Amendment"), the
Recapitalization Agreement is hereby amended as follows:
a. AMENDMENT TO RECITALS. Recital (D)(6) is hereby amended
and restated in its entirety to read as follows:
Operating Company will purchase from
Microwave and assume, and Microwave will
sell, assign and transfer to Operating
Company, the Acquired Assets (including,
without limitation, the Mexican Investments,
all TRW Hotel Shares and an assignment of
Microwave's rights and interests under the
trademark agreement between TRW and
Microwave referred to above) and the Assumed
Liabilities for an aggregate consideration
of One Billion Ninety-Nine Million Nine
Hundred Ninety-Nine Thousand Five Hundred
Dollars ($1,099,999,500), consisting of a
Seven Hundred Sixty-One Million Three
Hundred Thousand Dollar ($761,300,000)
demand promissory note payable by Operating
Company to Microwave (the "Demand Note") and
shares of stock in
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Operating Company with an aggregate issuance
price of Three Hundred Thirty-Eight Million
Six Hundred Ninety-Nine Thousand Five
Hundred Dollars ($338,699,500).
b. AMENDMENT TO RECITALS. Recital (D)(7) is hereby amended and
restated in its entirety to read as follows:
TRW will transfer to Microwave, as a capital
contribution, all remaining outstanding shares of
stock of Operating Company, which are valued at
Five Hundred Dollars ($500).
c. AMENDMENT TO RECITALS. Recital (D)(9) is hereby amended by
deleting the amount "Three Hundred Forty-Five Million
Dollars ($345,000,000)" and inserting in its place "Three
Hundred Thirty-Eight Million Seven Hundred Thousand Dollars
($338,700,000)".
d. AMENDMENT TO RECITALS. Recital (D)(11) is hereby amended by
deleting the amount "Two Hundred Fifty-Five Million Dollars
($255,000,000)" and inserting in its place "Two Hundred
Forty-Eight Million Seven Hundred Thousand Dollars
($248,700,000)".
e. AMENDMENT TO RECITALS. Recital (D)(13) is hereby amended by
deleting the amount "Two Hundred Fifty-Five Million Dollars
($255,000,000)" and inserting in its place "Two Hundred
Forty-Eight Million Seven Hundred Thousand Dollars
($248,700,000)".
f. AMENDMENT TO RECITALS. Recital (D)(14) is hereby amended by
deleting the amount "Eight Hundred Five Million Dollars
($805,000,000)" and inserting in its place "Eight Hundred
Eleven Million Three Hundred Thousand Dollars
($811,300,000)".
g. AMENDMENT TO RECITALS. Recital (D)(15) is hereby amended by
deleting the amount "Seven Hundred Fifty-Five Million
Dollars ($755,000,000)" and inserting in its place "Seven
Hundred Sixty-One Million Three Hundred Thousand Dollars
($761,300,000)".
h. AMENDMENT TO SECTION 2.1. Clause (f ) of Section 2.1 is
hereby amended by deleting the amount "Three Hundred
Forty-Five Million Dollars ($345,000,000)" and inserting in
its place "Three Hundred Thirty-Eight Million Six Hundred
Ninety-Nine Thousand Five Hundred Dollars ($338,699,500)".
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i. AMENDMENT TO SECTION 2.1. Clause (g) of Section 2.1 is
hereby amended and restated in its entirety to read as
follows:
TRW will transfer to Microwave, as a capital
contribution, all remaining outstanding shares of
stock of Operating Company, which are valued at
Five Hundred Dollars ($500).
j. AMENDMENT TO SECTION 2.1. Clause (i) of Section 2.1 is
hereby amended by deleting the amount "Three Hundred
Forty-Five Million Dollars ($345,000,000)" and inserting in
its place "Three Hundred Thirty-Eight Million Seven Hundred
Thousand Dollars ($338,700,000)".
k. AMENDMENT TO SECTION 2.6. Clause (e)(v) of Section 2.6 is
hereby amended by deleting the amount "Two Hundred
Fifty-Five Million Dollars ($255,000,000)" and inserting in
its place "Two Hundred Forty-Eight Million Seven Hundred
Thousand Dollars ($248,700,000)".
l. AMENDMENT TO SECTION 2.7. Clause (a) of Section 2.7 is
hereby amended and restated in its entirety to read as
follows: "the Seven Hundred Sixty-One Million Three Hundred
Thousand Dollar ($761,300,000) original principal amount of
the Demand Note plus".
m. AMENDMENT TO SECTION 2.7. Clause (b) of Section 2.7 is
hereby amended and restated in its entirety to read as
follows: "the Two Hundred Forty-Eight Million Seven Hundred
Thousand Dollars ($248,700,000) cash and Seventy-Five
Million Dollars ($75,000,000) value of the Senior
Convertible Preferred Stock constituting the Merger
Consideration, plus".
n. AMENDMENT TO SECTION 5.2. Clause (f) of Section 5.2 is
hereby amended by deleting the amount "Two Hundred
Fifty-Five Million Dollars ($255,000,000)" and inserting in
its place "Two Hundred Forty-Eight Million Seven Hundred
Thousand Dollars ($248,700,000)".
o. AMENDMENT TO SECTION 5.2. Clause (g) of Section 5.2 is
hereby amended by deleting the amount "Eight Hundred Five
Million Dollars ($805,000,000)" and inserting in its place
"Eight Hundred Eleven Million Three Hundred Thousand
Dollars ($811,300,000)".
p. AMENDMENT TO APPENDIX E-1. The Description of "Cash and
Cash Equivalents" -- "Closing - Excluded Assets" shall be
amended by inserting at the end of the second sentence
thereof the following: "except
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the balances in the TRW REDI ESCROW BANK ACCOUNT - Wells
Fargo Account No. 047-0041161 and the IS&S ORANGE COUNTY
EMPLOYEE ASSOC BANK ACCOUNT - Wells Fargo Account
No. 258508694".
q. AMENDMENT TO APPENDIX E-2. The Description of "Cash and
Cash Equivalents" -- "Closing - Excluded Assets" shall be
amended by inserting at the end of the second sentence
thereof the following: "except the balances in the TRW REDI
ESCROW BANK ACCOUNT - Wells Fargo Account No. 047-0041161
and the IS&S ORANGE COUNTY EMPLOYEE ASSOC BANK ACCOUNT -
Wells Fargo Account No. 258508694".
r. SUPPLEMENT TO APPENDIX E-1. For purposes of the audit to be
conducted pursuant to Section 2.8 of the Recapitalization
Agreement, the Supplemental Accounting Principles described
in Appendix E-1 shall be supplemented as follows: with
respect to accounts payable and accrual expenses, the
amounts attributable to the pre-Closing period and the
post-Closing period shall be based on actual usage to the
extent possible, and otherwise shall be based on TRW's
standard 5-4-4 closing calendar method of allocation.
s. SUPPLEMENT TO APPENDIX E-2. For purposes of the audit to be
conducted pursuant to Section 2.8 of the Recapitalization
Agreement, the Supplemental Accounting Principles described
in Appendix E-2 shall be supplemented as follows: with
respect to accounts payable and accrual expenses, the
amounts attributable to the pre-Closing period and the
post-Closing period shall be based on actual usage to the
extent possible, and otherwise shall be based on TRW's
standard 5-4-4 closing calendar method of allocation.
3. CONDITIONS TO AMENDMENT. This Amendment shall become effective
upon the execution of this Amendment by each of the TRW
Parties and Experian.
4. MISCELLANEOUS. Except to the extent specifically amended
hereby, the provisions of the Recapitalization Agreement shall
remain unmodified, and, subject to the conditions contained in
this Amendment, the Recapitalization Agreement is hereby
confirmed as being in full force and effect. This Amendment
may be executed in any number of counterparts which together
shall constitute one instrument, and shall be governed by and
construed in accordance with the laws of the State of New
York, without regard to the conflict of laws rules of any
jurisdictions.
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In WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
above written.
EXPERIAN CORPORATION (f/k/a IS&S Acquisition
Corp.)
By: /s/ Mark E. Nunnelly
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Title: Vice President
Mark E. Nunnelly
By: /s/ Scott M. Sperling
---------------------------------
Title: Vice President
Scott M. Sperling
TRW INC.
By: /s/ William Lawrence
---------------------------------
Title: Executive Vice President
William A. Lawrence
By: /s/ Martin A. Coyle
---------------------------------
Title: Executive Vice President
and Secretary
Martin A. Coyle
TRW IS&S INTERNATIONAL, INC.
By: /s/ James C. Diggs
---------------------------------
Title: Vice President
James C. Diggs
TRW MICROWAVE INC.
By: /s/ Kathleen A. Weigand
---------------------------------
Title: Vice President and Secretary
Kathleen A. Weigand
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IS&S HOLDINGS, INC. (f/k/a Target Marketing
Services, Inc.)
By: /s/ David B. Goldston
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Title: Assistant Secretary
David B. Goldston
EXPERIAN INFORMATION SOLUTIONS, INC.
By: /s/ Mark E. Nunnelly
---------------------------------
Title: Vice President
Mark E. Nunnelly
TRW HOTEL COMPANY INC.
By: /s/ Jean M. Schmidt
---------------------------------
Title: Assistant Secretary
Jean M. Schmidt