Amendment No. 1 To Registration Rights Agreement

EXHIBIT 10.29
EXECUTION COPY


AMENDMENT NO. 1 TO
THE REGISTRATION RIGHTS AGREEMENT


THIS AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT, dated June 27, 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"), the Individual Investors and BERKSHIRE HATHAWAY INC., a Delaware corporation (the "Purchaser"). Court Square, DRI Group, 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. Delco Remy International, Inc., a Delaware corporation (the "Company"), Court Square, WEP 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, 315,697.65 shares of the Company's 12% Series A Cumulative Compounding Preferred Stock, par value $.01 per share (the "Series A Preferred Stock") and 341,544.24 shares of the Company's Class C Common Stock, par value $.001 per share, to the Purchaser and WEP shall sell to the Purchaser, and the Purchaser shall purchase, the 144,707.31 shares of Series A Preferred Stock and the 156,554.70 shares of the Company's Class B Common Stock, par value $.001 per share, obtained by WEP upon exercise of that certain Stock Purchase Warrant issued on March 14, 2001 by the Company to WEP.


D. In connection with, and as a condition to, the transactions contemplated by the Purchase Agreement, the Parties now desire to amend 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:


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Section 1. Defined Terms. Capitalized terms not otherwise defined herein
------------- shall have the respective meanings ascribed to such terms in the Original Agreement.


Section 2. Status of Purchaser. Upon execution and delivery of this
------------------- 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. Amended Definition. The definition of "Securities Transfer,
------------------ Recapitalization and Holders Agreement" is hereby stricken and replaced in its entirety with the following:


""Securities Transfer, Recapitalization and Holders Agreement" means
----------------------------------------------------------- the Securities Transfer, Recapitalization and Holders Agreement dated March 14, 2001, as amended, among the Company, Court Square, WEP, DRI Group and the Individual Investors."


Section 4. Priority in Incidental Registrations. Section 3(b) of the
------------------------------------ Agreement is hereby stricken and replaced in its entirety with the following:


"If a registration pursuant to Section 3(a) involves an underwritten offering and the managing underwriter (or underwriters) advises the Company in writing that, in its opinion, the total number of shares of Common Stock to be included in such registration, including the Registrable Securities requested to be included pursuant to this Section 3, exceeds the maximum number of shares of Common Stock specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of such shares of Common Stock, then the Company shall include in such registration only such maximum number of Registrable Securities which, in the opinion of such underwriter or underwriters, can be sold in the following order of priority: (i) first, all of the shares of Common Stock that the Company proposes to sell for its own account, if any; (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities entitled to make a Demand Registration (as hereinafter defined) held by the party requesting such Demand Registration and by Berkshire Hathaway Inc. and its Affiliates, provided
-------- that such amount shall be allocated among such parties on a pro rata basis based upon their respective percentage of ownership of the total number of shares of Common Stock then outstanding; and (iii) third, the Registrable Securities of the holder(s) of Registrable Securities requested to be included in such Incidental Registration. To the extent that shares of Common Stock to be include ...