EXHIBIT 10.29
EXECUTION COPY
AMENDMENT NO. 1 TO
THE REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT, dated
June 27, 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"), the Individual Investors and BERKSHIRE HATHAWAY INC., a
Delaware corporation (the "Purchaser"). Court Square, DRI Group, the Individual
Investors and the Purchaser are sometimes referred to herein individually as a
"Party" and collectively as the "Parties."
Background
----------
A. Court Square, DRI Group, World Equity Partners, L.P., a Delaware
limited partnership ("WEP") and the Individual Investors are parties to that
certain Registration Rights 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 registration rights
of the Parties.
C. Delco Remy International, Inc., a Delaware corporation (the
"Company"), Court Square, WEP 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, 315,697.65 shares of the Company's
12% Series A Cumulative Compounding Preferred Stock, par value $.01 per share
(the "Series A Preferred Stock") and 341,544.24 shares of the Company's Class C
Common Stock, par value $.001 per share, to the Purchaser and WEP shall sell to
the Purchaser, and the Purchaser shall purchase, the 144,707.31 shares of Series
A Preferred Stock and the 156,554.70 shares of the Company's Class B Common
Stock, par value $.001 per share, obtained by WEP upon exercise of that certain
Stock Purchase Warrant issued on March 14, 2001 by the Company to WEP.
D. In connection with, and as a condition to, the transactions
contemplated by the Purchase Agreement, the Parties now desire to amend the
Original Agreement in accordance with Section 10(a) thereof, as provided in this
Amendment.
Terms
-----
In consideration of the mutual covenants contained herein and
intending to be legally bound hereby, the Parties hereby agree as follows:
-1-
Section 1. Defined Terms. Capitalized terms not otherwise defined 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
-------------------
Amendment, the Purchaser shall become a party to the Original Agreement and
shall constitute an "Investor" for all purposes under the Original Agreement.
Section 3. Amended Definition. The definition of "Securities Transfer,
------------------
Recapitalization and Holders Agreement" is hereby stricken and replaced in its
entirety with the following:
""Securities Transfer, Recapitalization and Holders Agreement" means
-----------------------------------------------------------
the Securities Transfer, Recapitalization and Holders Agreement dated March 14,
2001, as amended, among the Company, Court Square, WEP, DRI Group and the
Individual Investors."
Section 4. Priority in Incidental Registrations. Section 3(b) of the
------------------------------------
Agreement is hereby stricken and replaced in its entirety with the following:
"If a registration pursuant to Section 3(a) involves an underwritten
offering and the managing underwriter (or underwriters) advises the Company in
writing that, in its opinion, the total number of shares of Common Stock to be
included in such registration, including the Registrable Securities requested to
be included pursuant to this Section 3, exceeds the maximum number of shares of
Common Stock specified by the managing underwriter that may be distributed
without adversely affecting the price, timing or distribution of such shares of
Common Stock, then the Company shall include in such registration only such
maximum number of Registrable Securities which, in the opinion of such
underwriter or underwriters, can be sold in the following order of priority:
(i) first, all of the shares of Common Stock that the Company proposes to sell
for its own account, if any; (ii) second, all of the shares of Common Stock
being registered by holder(s) of Registrable Securities entitled to make a
Demand Registration (as hereinafter defined) held by the party requesting such
Demand Registration and by Berkshire Hathaway Inc. and its Affiliates, provided
--------
that such amount shall be allocated among such parties on a pro rata basis based
upon their respective percentage of ownership of the total number of shares of
Common Stock then outstanding; and (iii) third, the Registrable Securities of
the holder(s) of Registrable Securities requested to be included in such
Incidental Registration. To the extent that shares of Common Stock to be
included in the Incidental Registration must be allocated among the holder(s) of
Registrable Securities pursuant to clause (iii) above, such shares shall be
allocated pro rata among the holder(s) of Registrable Securities based on the
number of shares of Common Stock that such holder(s) of Registrable Securities
shall have requested to be included therein; provided, however, that (other than
with respect to holders of Registrable Securities that are entitled to make a
Demand Registration and Berkshire Hathaway Inc. and its Affiliates) if an
Incidental Registration is an underwritten offering, the managing underwriter or
underwriters may select shares for inclusion in such Incidental Registration on
a basis other than a pro rata basis if, in the reasonable opinion of such
underwriter or underwriters, selection on such other basis would be material to
the success of the offering."
-2-
Section 5. Priority on Demand Registration. Section 4(c) of the Agreement
-------------------------------
is hereby stricken and replaced in its entirety with the following:
"If any of the Registrable Securities proposed to be registered
pursuant to a Demand Registration are to be sold in a firm commitment
underwritten offering and the managing underwriter or underwriters of a Demand
Registration advise the Company and the holders of such Registrable Securities
in writing that in its or their reasonable opinion the number of shares of
Common Stock proposed to be sold in such Demand Registration exceeds the maximum
number of shares specified by the managing underwriter that may be distributed
without adversely affecting the price, timing or distribution of the Common
Stock, the Company shall include in such registration only such maximum number
of Registrable Securities which, in the reasonable opinion of such underwriter
or underwriters can be sold in the following order of priority: (i) first, the
Registrable Securities requested to be included in such Demand Registration held
by the party requesting such Demand Registration and by Berkshire Hathaway Inc.
and its Affiliates, provided that such amount shall be allocated among such
--------
parties on a pro rata basis based upon their respective percentage of ownership
of the total number of shares of Common Stock then outstanding; (ii) second,
shares of Common Stock to be offered by the Company in such Demand Registration;
and (iii) third, shares of Common Stock held by other holders requested to be
included in such Demand Registration, provided that such amount shall be
--------
allocated among such other holders on a pro rata basis based upon their
respective percentage of ownership of the total number of shares of Common Stock
then outstanding."
Section 6. Successors and Assigns; Entire Agreement. Section 10(c) of the
----------------------------------------
Agreement is hereby stricken and replaced in its entirety with the following:
"This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns (including a holder's Permitted Transferees in accordance
with the Securities Transfer, Recapitalization and Holders Agreement) and
executors, administrators and heirs. This Agreement sets forth the entire
agreement and understandings among the parties as to the subject matter hereof
and merges and supersedes all prior discussions and understandings of any and
every nature among them."
Section 7. Continued Effectiveness of Original Agreement. Except as
---------------------------------------------
specifically amended herein, all other terms and provisions of the Original
Agreement shall remain unchanged and in full force and effect.
-3-
Section 8. Incorporation of Amendment. On and after the date hereof 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 hereby.
Section 9. Effectiveness. This Amendment shall be effective when executed
-------------
by Court Square and the Purchaser.
Section 10. Miscellaneous.
-------------
Section 10.1. Entire Agreement. The agreement of the Parties
----------------
which is comprised of this Amendment and the Original Agreement, 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 and the Original Agreement.
Section 10.2. Governing Law. The validity, performance,
-------------
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 10.3. Headings. The headings in this Amendment 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 10.4. Counterparts. This Amendment may be 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]
-4-
IN WITNESS WHEREOF, the Parties have executed this Amendment upon the
day and year first above written.
DELCO REMY INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President, Treasurer & Secretary
COURT SQUARE CAPITAL LIMITED
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
DRI GROUP LLC
By:
------------------------------------------
Name:
Title:
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:
BERKSHIRE HATHAWAY INC.
By: /s/ Xxxx X. Hamburg
------------------------------------------
Name: Xxxx X. Hamburg
Title: Vice President
