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EXHIBIT 2.2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of August 3,
2000 ("First Amendment"), among Bell Sports Holdings, L.L.C., a Delaware limited
liability company ("Parent"), Andsonica Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Parent ("Sub"), and Bell Sports
Corp., a Delaware corporation (the "Company").
WHEREAS, Parent, Sub and the Company have entered into an Agreement and
Plan of Merger dated as of June 13, 2000 (the "Merger Agreement") providing,
among other things, for a recapitalization of the Company pursuant to which Sub
will be merged with and into the Company;
WHEREAS, each of Parent, Sub and the Company desires to amend and
supplement the Merger Agreement in certain respects as described in this First
Amendment;
WHEREAS, the respective Managers of the Parent and the Board of
Directors of each of the Sub and the Company have approved this First Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties agree as follows:
1. DEFINITIONS.
Except as otherwise indicated herein or unless the context requires
otherwise, capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Merger Agreement.
2. AMENDMENT AND RESTATEMENT OF SCHEDULE 1 OF THE MERGER AGREEMENT.
Schedule 1 of the Merger Agreement is hereby amended and restated in
its entirety to be as set forth on Schedule 1 hereto.
3. REPRESENTATIONS AND PARENT AND SUB.
Without limitation of the representations and warranties of Parent and
Sub contained in Article II of the Merger Agreement, Parent and Sub represent
and warrant to the Company as follows:
On or prior to the date of this First Amendment, the Managers of the
Parent and the Board of Directors of the Sub declared the Merger advisable and
fair to and in the best interest of Parent and Sub, respectively, and their
respective members or stockholders, and approved and adopted the Merger
Agreement, as amended by this First Amendment, in accordance with the DGCL. Each
of Parent and Sub has all requisite corporate power and authority to enter into
this First Amendment, and to consummate the transactions contemplated by the
Merger Agreement, as amended by this First Amendment. The execution and delivery
of this First Amendment by Parent and Sub and the consummation by Parent and Sub
of the transactions contemplated by the Merger Agreement, as amended by this
First Amendment, have been duly authorized by all necessary corporate action on
the part of Parent and Sub, subject to filing of appropriate Merger
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documents as required by the DGCL. The Merger Agreement, as amended by this
First Amendment, and the consummation of the transactions contemplated thereby
have been approved by the sole stockholder of Sub. This First Amendment has been
duly executed and delivered by Parent and Sub, and (assuming the valid
authorization, execution and delivery of this First Amendment by the Company and
the validity and binding effect of the First Amendment on the Company)
constitutes the valid and binding obligation of Parent and Sub enforceable
against each of them in accordance with its terms.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
Without limitation of the Company's representations and warranties
contained in Article III of the Merger Agreement, the Company represents and
warrants to Parent and Sub as follows:
On or prior to the date of this First Amendment, the Board of Directors
of the Company declared the Merger advisable and fair to and in the best
interest of the Company and its stockholders, approved and adopted the Merger
Agreement, as amended by this First Amendment, in accordance with the DGCL,
resolved to recommend the approval and adoption of the Merger Agreement, as
amended by this First Amendment, by the Company's stockholders and directed that
the Merger Agreement, as amended by this First Amendment, be submitted to the
Company's stockholders for approval and adoption. The Company has all requisite
corporate power and authority to enter into this First Amendment, and to
consummate the transactions contemplated by the Merger Agreement, as amended by
this First Amendment. The execution and delivery of this First Amendment by the
Company and the consummation by the Company of the transactions contemplated by
the Merger Agreement, as amended by this First Amendment, have been duly
authorized by all necessary corporate action on the part of the Company, subject
to filing of appropriate Merger documents and the delivery of any notice
required to be given to stockholders of the Company, in each case as required by
the DGCL. This First Amendment has been duly executed and delivered by the
Company and (assuming the valid authorization, execution and delivery of this
First Amendment by Parent and Sub and the validity and binding effect of the
First Amendment on Parent and Sub) constitutes the valid and binding obligation
of the Company enforceable against the Company in accordance with its terms.
5. MISCELLANEOUS.
Except as expressly modified hereby, the Merger Agreement remains in
full force and effect. Upon the execution and delivery hereof, the Merger
Agreement shall thereupon be deemed to be amended and supplemented as
hereinabove set forth as fully and with the same effect as if the amendments and
supplements made hereby were originally set forth in the Merger Agreement, and
this First Amendment and the Merger Agreement shall henceforth be read, taken
and construed as one and the same instrument, but such amendments and
supplements shall not operate so as to render invalid or improper any action
heretofore taken under the Merger Agreement.
This First Amendment may be executed in counterparts, all of which
shall be considered one and the same agreement, and shall become effective when
one or more counterparts have been signed by each of the parties and delivered
to the other parties.
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IN WITNESS WHEREOF, Parent, Sub and the Company have caused this First
Amendment to be signed by their respective officers thereunto duly authorized
all as of the date first written above.
BELL SPORTS HOLDINGS, L.L.C.
By: /s/ Michael Shein
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Name: Michael Shein
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Title: Manager
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ANDSONICA ACQUISITION CORP.
By: /s/ Michael Shein
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Name: Michael Shein
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Title: Vice President
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BELL SPORTS CORP.
By: /s/ Lori Sherwood
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Name: Lori Sherwood
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Title: Vice President
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Signature page for
First Amendment
