Exhibit 2.3
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
----------------------------
This is Amendment No. 1 dated as of July 17, 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 second to the last sentence of paragraph (c) of 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 junior
subordinated note in an aggregate principal amount equal to the
product of (i) the Cash Merger Consideration and (ii) a fraction, the
numerator of which is 55 and the denominator of which is 75 and with
terms and conditions identical to the junior subordinate notes 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)."
2. Paragraph (a) of Section 2.03 of the Merger Agreement shall be deleted
and replaced in its entirety by the following:
" (a) The Company shall take all actions necessary or appropriate
to cause all of the warrants to purchase Company Common Stock
(individually, a "Company Warrant" and collectively, the "Company
Warrants") to be delivered to the Company prior to the Closing Date by
the respective holder of the Company Warrants set forth on Schedule II
attached hereto. As of the Effective Time, by virtue of the Merger
and without any action on the part of the holder, each Company Warrant
so delivered shall be converted into the right to receive the Merger
Consideration for each share of Company Common Stock
otherwise issuable upon exercise of such Company Warrant, less the
exercise price thereunder. Any Company Warrants not so delivered
prior to the Closing will represent the right to receive the Merger
Consideration upon exercise after the Effective Time. Each share of
Company Common Stock issuable upon exercise of Company Warrants shall
be deemed to be issued and outstanding for purposes of determining
OSCS."
3. Clause (ii) of Paragraph (d) of Section 11.01 of the Merger Agreement
shall be deleted and replaced in its entirety by the following:
"(ii) civil or criminal antitrust claims or investigations associated
with rubber thread and/or P.T. Bakrie Rubber Industry ("BRT") to the
extent related to acts or omissions prior to the Effective Time, in
the case of each of (i) and (ii), including, without limitation, civil
or criminal fines or penalties assessed against the Surviving
Corporation or its officers, directors or employees, and/or"
4. This Agreement may be executed by facsimile signature and in
counterparts.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of July
17, 1998.
GLOBE ACQUISITION COMPANY
/s/ XXXXX X. XXXXXX
---------------------------------
Name: Xxxxx Xxxxxx
Title: President
(Corporate Seal)
ATTEST
/s/ XXXXXX X. XXXX
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Assistant Secretary
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(Corporate Seal) GLOBE MANUFACTURING CO.
/s/ XXXXXX X. XXXXXXX, III
ATTEST --------------------------------
Xxxxxx X. Xxxxxxx, III
President
/s/ XXXXXXXX X. XXXXX
--------------------------------
STOCKHOLDERS REPRESENTATIVES
/s/ XXXXXX X. XXXXXXX, III
ATTEST ---------------------------------
Xxxxxx X. Xxxxxxx, III
/s/ XXXXXXXX X. XXXXX
---------------------------------
/s/ XXXX BU
ATTEST ---------------------------------
Xxxx Bu
/s/ illegible
---------------------------------
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