Exhibit 10.31
AMENDMENT NO. 2 TO
THE REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS 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").
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. 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. The Original Agreement was amended by Amendment No. 1 to the
Registration Rights 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, to the Purchaser.
D. In connection with, and as a condition to, the transactions
contemplated by the Purchase Agreement, the Parties now desire to amend further
the Original Agreement in accordance with Section 10(a) 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 and the First Amendment.
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 and
shall constitute an "Investor" for all purposes under the Original Agreement.
Section 3. Continued Effectiveness 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 4. 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 the First Amendment and hereby.
Section 5. Effectiveness. This Amendment shall be effective when
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executed by Court Square and the Purchaser.
Section 6. Miscellaneous.
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Section 6.1. Entire Agreement. The agreement of the
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Parties, which is comprised of this Amendment, the First Amendment and the
Original Agreement, 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 6.2. 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 6.3. Headings. The headings in this Amendment are
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for convenience of reference only and shall not constitute a part of this
Amendment, nor shall they affect their meaning, construction or effect.
Section 6.4. Counterparts. This Amendment may be executed
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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]
2-
IN WITNESS WHEREOF, the Parties have executed this Amendment upon
the day and year first above written.
DELCO REMY INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief
Executive Officer
COURT SQUARE CAPITAL LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
DRI GROUP LLC
By:
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Name:
Title:
BERKSHIRE HATHAWAY INC.
By: /s/ ▇▇▇▇ ▇. Hamburg
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Name: ▇▇▇▇ ▇. Hamburg
Title: Vice President
IN WITNESS WHEREOF, the Parties have executed this Amendment upon
the day and year first above written.
MANAGEMENT INVESTORS:
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Grez-Doiceau, Belgium
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IN WITNESS WHEREOF, the Parties have executed this Amendment upon
the day and year first above written.
MANAGEMENT INVESTORS:
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DAISY FARM LIMITED PARTNERSHIP
By:____________________________
Name:
Title:
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IN WITNESS WHEREOF, the Parties have executed this Amendment upon
the day and year first above written.
CONTINUING INVESTORS:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ LIVING TRUST
DATED MARCH 6, 1990
By:____________________________
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇▇▇ 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/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Its: Authorized Person
