Exhibit 10.30
AMENDMENT NO. 2 TO
THE SECURITIES TRANSFER, RECAPITALIZATION AND HOLDERS AGREEMENT
THIS AMENDMENT NO. 2 TO THE SECURITIES TRANSFER, RECAPITALIZATION
AND HOLDERS AGREEMENT, dated November 29, 2001 (the "Amendment"), is by and
among DELCO REMY INTERNATIONAL, INC., a Delaware corporation (the "Company"),
COURT SQUARE CAPITAL LIMITED, a Delaware corporation ("Court Square"), DRI GROUP
LLC, a Delaware limited liability company ("DRI Group"), BERKSHIRE HATHAWAY
INC., a Delaware corporation ("Berkshire"), the Individual Investors and
DRESDNER KLEINWORT CAPITAL PARTNERS 2001 LP, a Delaware limited partnership
(the "Purchaser"). The Company, Court Square, DRI Group, Berkshire, the
Individual Investors and the Purchaser are sometimes referred to herein
individually as a "Party" and collectively as the "Parties."
Background
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A. The Company, Court Square, DRI Group, World Equity Partners,
L.P., a Delaware limited partnership ("WEP"), DRI Acquisition Corporation, a
Delaware corporation ("DRI Acquisition") and the Individual Investors are
parties to that certain Securities Transfer, Recapitalization and Holders
Agreement, dated March 14, 2001 (the "Original Agreement").
B. The Original Agreement sets forth certain agreements and
understandings among the Parties thereto with respect to the stock of the
Company held by the Parties.
C. The Original Agreement was amended by Amendment No. 1 to the
Securities Transfer, Recapitalization and Holders Agreement dated June 27, 2001
by and among the Parties other than the Purchaser (the "First Amendment").
C. The Company, Court Square and the Purchaser have entered into
that certain Securities Purchase Agreement date of even date herewith (the
"Purchase Agreement"). Pursuant to the Purchase Agreement, Court Square shall
sell to the Purchaser, and the Purchaser shall purchase, 90,406.62 shares of
the Company's 12% Series A Cumulative Compounding Preferred Stock, par value
$.01 per share (the "Series A Preferred Stock") and 97,808.33 shares of the
Company's Class C Common Stock, par value $.001 per share.
D. In connection with, and as a condition to, the transactions
contemplated by the Purchase Agreement, the Parties now desire to further amend
the Original Agreement in accordance with Section 8.1 thereof, as provided in
this Amendment.
Terms
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In consideration of the mutual covenants contained herein and
intending to be legally bound hereby, the Parties hereby agree as follows:
Section 1. Defined Terms. Capitalized terms not otherwise defined
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herein shall have the respective meanings ascribed to such terms in the
Original Agreement.
Section 2. Status of Purchaser. Upon execution and delivery of this
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Amendment, the Purchaser shall become a party to the Original Agreement, shall
constitute an "Investor" for all purposes under Sections 3.5, Article IV,
Article VII, and Article VIII of the Original Agreement and shall constitute an
"Institutional Investor" for purposes of Section 4.2 of the Original Agreement.
Section 3. Purchaser Permitted Transferees. The Original Agreement is
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hereby amended by adding a new Section 3.5(b)(ix) immediately after Section
3.5(b)(viii) of the Agreement as follows:
"(ix) in the case of Dresdner Kleinwort Capital Partners 2001
L.P. ("Dresdner") or its Permitted Transferees, (a) Dresdner or any
of its Affiliates, or (b) any limited partnership, limited liability
company or other investment vehicle that is sponsored or managed
(whether through the ownership of securities having a majority of
the voting power, as general partner or through the management of
investments) by Dresdner or its Affiliates or by present employees
of Dresdner or its Affiliates."
Section 4. Financial Statements and Other Information. The first
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paragraph of Section 4.2 of the Original Agreement is hereby stricken and
replaced in its entirety with the following:
"Financial Statements and Other Information. After the Merger
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and so long as: (a) (i) any Institutional Investor, (ii) any
Permitted Transferee of such Institutional Investor who owns or has
the right to acquire 10% or more of the Common Stock outstanding, or
(iii) Continuing Investor, as the case may be, owns any of the
Securities, or (b) Dresdner Kleinwort Capital Partners 2001, L.P., a
Delaware limited partnership ("Dresdner"), and its Permitted
Transferees own, in the aggregate, 2% of the Common Stock
outstanding calculated on a fully diluted basis, the Company shall
deliver to such Institutional Investor, such Permitted Transferee,
such Continuing Investor, and/or Dresdner, as applicable:"
Section 5. Amendment and Modification. Section 8.1 of the Original
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Agreement is hereby stricken and replaced in its entirety with the following:
"This Agreement may be amended or modified, or any provision hereof
may be waived, provided that such amendment or waiver is set forth
in a writing executed by (i) the Company, (ii) the holders of a
majority of the Common Stock held by Court Square and its Permitted
Transferees (so long as Court Square and its Permitted Transferees
own in the aggregate at least 10% of the outstanding Common Stock
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on a fully diluted basis), (iii) the holders of a majority of the
outstanding Common Stock on a fully diluted basis (including Shares
owned by Court Square and its Affiliates), (iv) only with respect to
amendments of Sections 4.5 and 6.3 hereof, the holders of a majority
of the Common Stock held by the Management Investors if such
amendment would materially adversely affect such Management
Investors, (v) only with respect to any amendment, modification or
waiver that would materially adversely affect rights or obligations
of Berkshire Hathaway Inc. ("Berkshire") or its Permitted
Transferees, Berkshire (so long as Berkshire and its Permitted
Transferees own in the aggregate at least 10% of the outstanding
Common Stock on a fully diluted basis) and (vi) only with respect to
amendments of Sections 3.4, 4.2, 4.4, 4.5 and 8.1 hereof, the
holders of a majority of the Common Stock held by Dresdner and its
Permitted Transferees (so long as Dresdner and its Permitted
Transferees own in the aggregate at least 2% of the outstanding
Common Stock on a fully diluted basis) if such amendment would
materially adversely affect the rights and obligations of Dresdner
and its Permitted Transferees. Notwithstanding the foregoing, no
amendment to this Agreement that joins any transferee(s) of Shares
as an "Investor" and/or an "Institutional Investor" for all purposes
hereunder shall be deemed to materially adversely affect the rights
or obligations of the Management Investors, Berkshire and its
Permitted Transferees or Dresdner and its Permitted Transferees by
reason of such joinder. No course of dealing between or among any
persons having any interest in this Agreement will be deemed
effective to modify, amend or discharge any part of this Agreement
or any rights or obligations of any person under or by reason of
this Agreement."
Section 6. Continued Effect of Original Agreement. Except as
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specifically amended herein, all other terms and provisions of the Original
Agreement, as amended by the First Amendment, shall remain unchanged and in
full force and effect.
Section 7. Incorporation of Amendment. On and after the date hereof
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each reference in the Original Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall be a reference to the Original
Agreement as amended by the First Amendment and hereby.
Section 8. Effectiveness. This Amendment shall be effective when
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executed by the Company, Court Square, Berkshire and the Purchaser.
Section 9. Miscellaneous.
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Section 9.1. Entire Agreement. The agreement of the
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Parties, which is comprised of this Amendment, the First Amendment and the
Original Agreement (including the
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exhibits thereto), sets forth the entire agreement and understanding between
the Parties and supersedes any prior agreement or understanding, written or
oral, relating to the subject matter of this Amendment, the First Amendment and
the Original Agreement.
Section 9.2. Governing Law. The validity, performance,
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construction and effect of this Amendment shall be governed by and construed in
accordance with the internal law of Delaware, without giving effect to
principles of conflicts of law.
Section 9.3. Headings. The headings in this Amendment
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are for convenience of reference only and shall not constitute a part of this
Amendment, nor shall they affect their meaning, construction or effect.
Section 9.4. Counterparts. This Amendment may be
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executed in two or more counterparts and by the Parties in separate
counterparts, each of which when so executed shall be deemed to be an original,
and all of which taken together shall constitute one and the same instrument.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the Parties have executed this Amendment upon
the day and year first above written.
DELCO REMY INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President and Chief
Executive Officer
COURT SQUARE CAPITAL LIMITED
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Vice President
DRI GROUP LLC
By:
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Name:
Title:
BERKSHIRE HATHAWAY INC.
By: /s/ Xxxx X. Hamburg
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Name: Xxxx X. Hamburg
Title: Vice President
IN WITNESS WHEREOF, the Parties have executed this Amendment upon
the day and year first above written.
MANAGEMENT INVESTORS:
____________________________________
Xxxxxx X. Xxxxxx
000 Xxxxx 000 Xxxx
Xxxxxxxx, XX 00000
____________________________________
J. Xxxxxxx Xxxxxxx
0000 Xxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
____________________________________
Xxxxxx X. Xxxxxxxxx
00000 Xxxxxxxxx Xxx
Xxxxxxx, XX 00000
____________________________________
Xxxxxxx X. Xxxxxxx
0000 Xxxx 00xx Xxxxxx
Xxxxxxxx, XX 00000
____________________________________
Xxxxx X. Xxxxx
00000 Xxxx Xxxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
____________________________________
Xxxxxxxx English
000 Xxxxx Xxxxxxxxx Xxx
Xxxxxxxx, XX 00000
____________________________________
Xxxxxxx X. Xxxxxxx
Grez-Doiceau, Belgium
Alee Xx Xx Xxxxx Xx Xxxxxxx 0X
X-0000, Xxxxxxx
IN WITNESS WHEREOF, the Parties have executed this Amendment upon
the day and year first above written.
MANAGEMENT INVESTORS:
____________________________________
Xxxxxxx Xxxxxxx
000 Xxxxxxx Xxxxx
Xxxxx Xxxxxxxx, XX 00000
DAISY FARM LIMITED PARTNERSHIP
By:_________________________________
Name:
Title:
____________________________________
Xxxxxx X. Xxxxxxx
0000 Xxxx 00xx Xxxxxx
Xxxxxxxx, XX 00000
IN WITNESS WHEREOF, the Parties have executed this Amendment upon
the day and year first above written.
CONTINUING INVESTORS:
XXXXX X. XXXXXXX LIVING TRUST DATED
MARCH 6, 1990
By:_________________________________
Name:
Title:
XXXXX XXXXXXX LIVING TRUST DATED
MARCH 6, 1990
By:_________________________________
Name:
Title:
IN WITNESS WHEREOF, the Parties have executed this Amendment upon
the day and year first above written.
PURCHASER:
DRESDNER KLEINWORT CAPITAL
PARTNERS 2001 LP
By: Dresdner Kleinwort Capital
2001 LLC
Its: General Partner
By: Private Equity Employees II LLC
Its: Managing Member
By: /s/ Xxxx Xxxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxxx
Its: Authorized Person
