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EXHIBIT 10.1 (c)
SECOND AMENDMENT
TO
RESTATED AND AMENDED SETTLEMENT AGREEMENT
This Second Amendment (the "SECOND AMENDMENT") to the Restated and
Amended Settlement Agreement ("RESTATED SETTLEMENT AGREEMENT") dated March 29,
2000, by and among Telex Communications, Inc. ("TELEX"), and Altec Lansing
Technologies, Inc. ("ALTI"), as amended by the amendment dated April 28, 2000
("First Amendment"), is entered into effective as of May 15, 2000.
W I T N E S S E T H:
WHEREAS, pursuant to the terms of the Restated Settlement Agreement
ALTI and Telex agree to enter into certain agreements and ALTI agrees to make
certain payments and certain promissory notes on a date no later than April 30,
2000; and
WHEREAS, ALTI has advised Telex that it has a good faith belief that it
will obtain financing from Congress Financial Corporation ("Congress") that will
permit it to close the transaction contemplated by the Restated Settlement
Agreement on or before May 19, 2000 without the need for Telex to hold any notes
referred to in Section 2.2 of the Restated Settlement Agreement; and
WHEREAS, Telex is willing to grant to ALTI an additional period of time
to obtain such financing; and
WHEREAS, Telex and ALTI each desire to amend the terms of the Restated
Settlement Agreement to extend the date by which the "Closing" (as defined in
Section 1.2 of the Restated Settlement Agreement) must occur; and
WHEREAS, in accordance with Section 10.5 of the Restated Settlement
Agreement, Telex and ALTI may amend the terms of the Restated Settlement
Agreement by a writing signed by both parties; and
NOW, THEREFORE, for and in consideration of the mutual benefits to be
derived, promises and agreements contained herein, and other good and value
consideration, the parties hereto agree as follows:
A G R E E M E N T:
1. Amendments.
a. Section 1.2 of the Restated Settlement Agreement is
hereby amended and restated in its entirety to read as follows:
1.2) Effective Date. This Agreement shall become
effective upon delivery by ALTI of the wire transfer payment
set forth in Section
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2.2(b) and the promissory notes described in Sections 2.2(c)
and 2.2(d) (the "Effective Date"). In no event shall the
Effective Date, which is also hereinafter referred to as the
"Closing Date, be a date later than May 19, 2000.
2. Construction. All references in any other ancillary
agreements or otherwise to the Restated Settlement Agreement shall be deemed
to refer to the Restated Settlement Agreement as amended by this Second
Amendment. Unless otherwise defined in this Amendment, capitalized terms
used in this Second Amendment will have the meanings ascribed to them in the
Restated Settlement Agreement. In the event of a conflict between the
respective provisions of the Restated Settlement Agreement or the First
Amendment and this Second Amendment, the terms of this Second Amendment shall
control.
3. Effect of Second Amendment. Except as specifically amended
by the terms of this Second Amendment, the terms and conditions of the
Restated Settlement Agreement and the First Amendment shall remain in full
force and effect for all purposes, and Telex and ALTI hereby ratify and confirm
the terms and conditions of the Restated Settlement Agreement and the First
Amendment, as amended pursuant to this Second Amendment.
4. Counterparts; Facsimiles. This Second Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed an original, and such counterparts together shall
constitute one and the same instrument. Each Party shall receive a
duplicate original of the counterpart copy or copies executed by it. For
purposes hereof, a facsimile copy of this Second Amendment, including the
signature pages hereto, shall be deemed to be an original. Notwithstanding the
foregoing, the Parties shall each deliver original execution copies of this
Second Amendment to one another as soon as practicable following execution
thereof.
IN WITNESS WHEREOF, Telex and ALTI have caused this Amendment to be
executed by their respective duly authorized officers effective as of the date
first above written.
TELEX COMMUNICATIONS, INC.
("TELEX")
By: Scott Myers
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Its: Vice President
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ALTEC LANSING TECHNOLOGIES, NC.
("ALTI")
By: Edward Anchel
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Its: Chairman and CEO
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