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Exhibit 2(b)
Execution Copy
AMENDMENT NO. 1 TO THE
RECAPITALIZATION AGREEMENT AND PLAN OF MERGER
Amendment No. 1, dated as of April 17, 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").
WHEREAS, Parent, the Purchaser and the Company have heretofore
entered in the Recapitalization Agreement;
WHEREAS, Parent, the Purchaser and the Company have agreed to
amend certain provisions of the Recapitalization Agreement;
WHEREAS, the Bank commitments among Parent, the Purchaser and
certain banks party thereto (collectively, the "Banks") have been amended by an
amendment dated as of April 2, 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
2.1 Section 1.7. of the Recapitalization Agreement is hereby
amended and restated in its entirety as follows:
"Upon the terms and subject to the conditions of this
Agreement and after the vote of the stockholders of the
Company in favor of the adoption of the Merger and this
Agreement has been obtained, the Company shall execute in the
manner required by the DGCL, and deliver to the Secretary of
State
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of the State of Delaware, a duly executed certificate of
merger as required by the DGCL, and the parties shall take all
such other and further actions as may be required by law to
make the Merger effective. Prior to the filing referred to in
this Section 1.7, a closing will be held at the offices of
O'Melveny & ▇▇▇▇▇ LLP, Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, on May 2, 1997 (or such other
time as the Purchaser and the Company may agree, immediately
after the conditions set forth in Article IV have been
satisfied or waived) for the purpose of confirming all of the
foregoing. The time the Merger becomes effective in accordance
with applicable law is referred to as the "Effective Time". It
is the intent of the parties that the Effective Time occur as
soon as is practicable with the proceeds of the Financing;
provided that notwithstanding the foregoing the Purchaser
shall have the right to utilize sources of funding other than
the Financing (such as by the issuance of senior subordinated
notes) so long as the use of such sources does not delay the
Effective Time beyond May 2, 1997; and provided further that
in the event that on or subsequent to April 18, 1997, the
Company determines, in its reasonable judgment, that there is
a reasonable likelihood that the proceeds of the $125.0
million senior subordinated credit facility (the " Bridge
Facility") included in the Bank Commitments (as hereafter
defined) will be required to cause the Effective Time to occur
no later than May 2, 1997, the Company may, by providing
notice to such effect, require the Purchaser to cause to be
prepared and negotiated definitive documentation for the
Bridge Facility so as to enable the Effective Time to occur no
later than May 2, 1997 utilizing the proceeds of the Bridge
Facility."
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
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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.
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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