Exhibit 2.4
AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF MERGER
----------------------------
This is Amendment No. 2 dated as of July 30, 1998 (the "Amendment") to the
AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), dated as of June 23,
1998, by and between Globe Manufacturing Co., a Massachusetts corporation (the
"Company"), and Globe Acquisition Company, a Delaware corporation ("MergerCo").
Any capitalized term used herein and not otherwise defined shall have the
meaning ascribed to it in the Merger Agreement.
WHEREAS, each party to the Merger Agreement deems this Amendment advisable
and in its best interest and the Stockholders Representatives deem this
Amendment advisable and in the best interest of the stockholders of the Company;
NOW, THEREFORE, in consideration of the foregoing and other good and
sufficient consideration, the undersigned agree as follows:
1. The first sentence of paragraph (a) of Section 2.02 of the Merger
Agreement shall be deleted and replaced in its entirety by the following:
" (a) With respect to any certificate or certificates, which
immediately prior to the Effective Time represented outstanding shares
of Company Common Stock or Class C Stock (other than Dissenting Shares
and shares held by the Company) (the "Certificates") and are delivered
at the Closing, the Surviving Corporation will, with respect to
Certificates representing shares of Company Common Stock, pay by check
or by wire transfer immediately after the Effective Time the Cash
Merger Consideration per share to the holder thereof or a Stockholders
Representative (or an agent of a Stockholders Representative) and,
with respect to Certificates representing shares of Class C Stock,
deliver the Class C Merger Consideration per share."
2. The last sentence of Paragraph (b) of Section 2.03 of the Merger
Agreement shall be deleted and replaced in its entirety by the following:
"To the extent any Contingent Merger Consideration is distributed to
the Stockholders Representatives with respect to any such shares after
the Effective Time, such amount shall be delivered to the Surviving
Corporation until the exercise of such Company Stock Option, at which
time such amounts shall be delivered to the person exercising such
Company Stock Option."
3. The following sentence shall be added as the second sentence to
paragraph (b) of Section 2.01.
"Each issued and outstanding share of MergerCo's Class A Preferred
Stock, par value $.01 per share, shall become one fully paid and
nonassessable share of the Company's newly authorized Class A
Preferred Stock, par value $.01 per share."
4. The second to the last sentence of paragraph (c) of the Section 2.01
of the Merger Agreement shall be deleted and replaced in its entirety by the
following:
"For purposes of this Agreement, "Class C Merger Consideration" shall
equal 10 shares of Recapitalized Common Stock and a number of shares
of the Company's newly authorized Class A Preferred Stock, par value
$.01 per share, equal to the result of (i) the product of (x) the Cash
Merger Consideration and (y) 0.6 divided by (ii) 1,000 and with the
terms and conditions identical to the preferred stock issued
immediately prior to the Effective Time by MergerCo to the Fund (it
being understood that the securities constituting the Class C Merger
Consideration will be issued at the same price and in the same
proportion or "strip" as the comparable securities are issued to the
Fund)."
5. This Agreement may be executed by facsimile signature and in
counterparts.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of July
30, 1998.
(Corporate Seal) GLOBE ACQUISITION COMPANY
ATTEST
/s/ Xxxxx X. Xxxxxx
_______________________________
Name: Xxxxx Xxxxxx
Title: President
/s/ Xxxxxx X. Xxxx
________________________
Assistant Secretary
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(Corporate Seal) GLOBE MANUFACTURING CO.
ATTEST
/s/ Xxxxxx X. Xxxxxxx, III
________________________________
Xxxxxx X. Xxxxxxx, III
President
/s/ Xxxxxxxx X. Xxxxx
________________________________
STOCKHOLDERS REPRESENTATIVES
ATTEST
/s/ Xxxxxx X. Xxxxxxx, III
____________________________________
Xxxxxx X. Xxxxxxx, III
/s/ Xxxxxxxx X. Xxxxx
_________________________________
ATTEST
/s/ Xxxx Bu
____________________________________
Xxxx Bu
_________________________________
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