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Exhibit 2(c)
Execution Copy
AMENDMENT NO. 2 TO THE
RECAPITALIZATION AGREEMENT AND PLAN OF MERGER
Amendment No. 2, dated as of April 25, 1997 (this
"Amendment"), to the Recapitalization Agreement and Plan of Merger, dated as of
March 4, 1997 (the "Recapitalization Agreement"), among Greenwich II LLC, a
Delaware limited liability company (the "Parent"), GST Acquisition Corp., a
Delaware corporation (the "Purchaser") and Telex Communications Group, Inc., a
Delaware corporation (the "Company"), as amended.
WHEREAS, Parent, the Purchaser and the Company have heretofore
entered into the Recapitalization Agreement;
WHEREAS, Parent, the Purchaser and the Company have agreed to
amend certain provisions of the Recapitalization Agreement;
WHEREAS, the amended Bank commitments among Parent, the
Purchaser and certain banks party thereto (collectively, the "Banks") have been
further amended by an amendment dated as of April 17, 1997 (the "Commitment
Amendment"), among the Banks, Parent and the Purchaser;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Parent, the Purchaser
and the Company do hereby agree as follows:
Section 1. Definitions Unless otherwise defined herein, capitalized terms
that are defined in the Recapitalization Agreement and used herein shall have
the meanings set forth in the Recapitalization Agreement.
Section 2. Amendments
2.2. Section 2.1(d) of the Recapitalization Agreement is
hereby amended by adding the following after the final sentence thereof:
"provided that the Purchaser may, at its option, utilize the
$25,175,000 of proceeds of its subordinated debt offering to
Princess Gate Investors II, L.P. and related investors (on
substantially the terms previously provided
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to the Company) in connection with the financing of the
transactions contemplated by the Recapitalization Agreement
(the "Revised Financing Structure"), of which approximately
$20,075,000 shall be applied to reduce the net equity capital
funds of the Purchaser otherwise required to be provided by
the GSCP Group, and the balance shall be applied to reduce the
amount of the Rollover Equity and the Rollover Options as
reflected on Schedule C. Nothing herein shall be construed as
relieving (i) the GSCP Group of its obligation to provide an
aggregate of $103,139,783 (subject to adjustment) in
connection with the consummation of the financing of the
transactions contemplated by the Recapitalization Agreement on
the terms and conditions set forth in their written
commitments previously provided to the Company (the "Original
Financing Structure"), or (ii) the Purchaser of its obligation
to consummate the Merger utilizing the Original Financing
Structure, in the event that Purchaser for any reason fails to
consummate the Merger utilizing the Revised Financing
Structure."
2.2 Schedule C to the Recapitalization Agreement is amended
and restated in its entirety as provided in Attachment I.
Section 3. Commitment Amendment The Company hereby acknowledges receipt of a
copy of the Commitment Amendment and agrees that all references to the Bank
Commitments in the Recapitalization Agreement shall mean and be a reference to
the Bank Commitments as amended by such Commitment Amendment.
Section 4. Miscellaneous
4.1 Each reference in the Recapitalization Agreement to "this
Agreement", "hereof", "hereunder" or words of like import referring to the
Recapitalization Agreement shall mean and be a reference to the Recapitalization
Agreement as amended by this Amendment. This Amendment shall not constitute an
amendment or waiver of any provision of the Recapitalization Agreement not
expressly referred to herein and shall not be construed as an amendment, waiver
or consent to any action that would require an amendment, waiver or consent
except as expressly stated herein. The Recapitalization Agreement, as amended by
this Amendment, is and shall continue to be in full force and effect and is in
all respects ratified and confirmed hereby.
4.2 This Amendment may be executed in any number of
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same Amendment.
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4.3 This Amendment shall be governed by, and construed in
accordance with the laws of the State of New York, without regard to the
conflict of law provisions thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
TELEX COMMUNICATIONS GROUP, INC.
By:__________________________________
Name:
Title:
GREENWICH II LLC
By: Greenwich Street Capital Partners, L.P.,
its managing member
By: Greenwich Street Investments,
L.P., its general partner
By: Greenwich Street Investments,
Inc., General Partner
By:__________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
GST ACQUISITION CORP.
By:__________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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