Exhibit 2.2
Execution Copy
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 to the Agreement and Plan of Merger (the
"Amendment") dated as of March 7, 2001 by and among Court Square Capital
Limited, a Delaware corporation ("Parent"), DRI Acquisition LLC, a Delaware
limited liability company and a subsidiary of Parent (the "Purchaser"), and
Delco Remy International, Inc., a Delaware corporation (the "Company") amends
the Agreement and Plan of Merger dated as of February 7, 2001 (the "Agreement")
by and among Parent, the Purchaser and the Company.
Background
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The parties hereto are parties to the Agreement and desire to amend
the Agreement in accordance with the requirements of Section 8.1 thereof and
upon the terms and conditions and in the manner set forth below.
Terms
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In consideration of the respective covenants contained herein and
intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions; References. Unless otherwise defined herein,
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capitalized terms used herein without definition shall have the meanings
ascribed to them in the Agreement. Each reference to "hereof" "hereunder,"
"herein," and "hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in the Agreement
shall from and after the date hereof refer to the Agreement as amended by this
Amendment No. 1.
2. Section 1.4 of the Agreement. The second sentence of Section 1.4
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of the Agreement is hereby amended to read, in its entirety, as follows:
"At the Effective Time, (x) the Certificate of Incorporation of the
Company, as amended and restated concurrently with the Effective Time and (y)
the By-laws of the Company, as in effect immediately prior to the Effective
Time, shall be the Certificate of Incorporation and By-laws of the Surviving
Corporation until thereafter amended as provided by law, the Certificate of
Incorporation and such By-laws."
3. Section 2.1 of the Agreement. The preamble to Section 2.1 and
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Section 2.1(a) of the Agreement are hereby amended to read, in their entirety,
as follows:
"Section 2.1 Conversion of Capital Stock. As of the Effective Time,
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by virtue of the Merger and without any action on the part of the holders of any
shares of Company Common Stock or of the holders of any shares of capital stock
of the Purchaser:
(a) Purchaser Capital Stock. Pursuant to the terms of this
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Agreement, the Purchaser will convert to a corporation or assign its rights to
enter into the Merger to a corporation and each share of capital stock of such
corporation issued and outstanding immediately prior to the Effective Time shall
be converted into and become one validly issued, fully paid and nonassessable
share of the same class of capital stock of the Surviving Corporation."
4. Section 2.6 of the Agreement. A new Section 2.6 is hereby added
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to the Agreement and reads, in its entirety, as follows:
"Section 2.6 Warrants. Pursuant to the terms of this Agreement, the
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Purchaser will convert to a corporation or assign its rights to enter into the
Merger to a corporation and each warrant exercisable for shares of capital stock
of such corporation issued and outstanding immediately prior to the Effective
Time shall be converted into and become a warrant exercisable for shares of the
same class or classes of capital stock of the Surviving Corporation."
5. Approval. The Company represents and warrants that its Board of
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Directors and the Special Committee have duly approved this Amendment.
6. Continued Effectiveness of Agreement. Except as specifically
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amended above, all terms of the Agreement shall remain unchanged and in full
force and effect.
7. Counterparts. This Amendment may be executed in two or more
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counterparts (including by means of telecopied signature pages), all of which
shall be considered one and the same agreement.
8. Governing Law. This Amendment shall be governed by and construed
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in accordance with the laws of the State of Delaware without giving effect to
the principles of conflicts of law thereof or of any other jurisdiction.
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IN WITNESS WHEREOF, Parent, the Purchaser and the Company have caused
this Amendment to be signed by their respective officers thereunto duly
authorized as of the date first written above.
COURT SQUARE CAPITAL LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
DRI ACQUISITION LLC
By: Court Square Capital Limited, its sole member
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
DELCO REMY INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
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