EXHIBIT 4.8
XXXXXXX PRODUCTS, INC.
SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT
THIS SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT, dated as of July 1, 1996
(this "Amendment"), is made by and among XXXXXXX PRODUCTS, INC., a Delaware
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corporation (together with its subsidiaries, unless otherwise indicated by the
context, the "Company"), whose address is 000 X. Xxxxxx Xxxx, Xx. Xxxxx,
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Xxxxxxxx 00000, MCIT PLC, an investment trust organized under the laws of the
United Kingdom ("MCIT"), MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, MASSMUTUAL
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PARTICIPATION INVESTORS, MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED, MASSMUTUAL
CORPORATE INVESTORS, THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY and the XXXX
XXXXXXX MUTUAL LIFE INSURANCE COMPANY (collectively with MCIT, the
"Institutional Investors") and SAFETY PARTNERS, L.P. ("Safety Partners"), the
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Jordan Investors (as defined therein) that are signatories hereto (the "Jordan
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Investors") and the management Stockholders referred to in the signature pages
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hereto (the "Management Stockholders").
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WHEREAS, a Stockholders Agreement was entered into on August 16, 1995 and
amended on March 1, 1996 (as amended, the "Agreement"), by and among the
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Company, the Institutional Investors, Safety Partners, the Jordan Investors and
the Management Stockholders. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, the Company desires to effect a 100-to-1 Reverse Stock Split (the
"Stock Split") to reduce its total authorized number of shares of capital stock
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from 16,200,000 to 162,000;
WHEREAS, the parties desire to amend this Agreement to set forth their
respective ownership interests in connection with the reduction in the total
authorized number of shares of capital stock;
NOW, THEREFORE, in consideration of the mutual agreements and
understandings set forth herein, the parties hereto mutually agree as follows:
1. The Stockholder Schedule attached to the Agreement in the form
attached hereto as Exhibit A is hereby amended and revised to read in its
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entirety in the form attached hereto as Exhibit B; provided, that no individual
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stockholder's share ownership shall be deemed reduced unless all stockholders'
share ownership are proportionately and simultaneously reduced. All references
in the Agreement to numbers of shares should be read in conjunction with the
Stockholder Schedule attached hereto as Exhibit B. By way of example,
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references to Options in the Agreement consisting of 172,414 shares of Common
Stock shall, following the date hereof, be read as consisting of 1724.14 shares
of Common Stock as set forth on the Stockholder Schedule attached hereto as
Exhibit B. As a result, the respective ownership percentages (but not the
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number of shares held) of the Company's stockholders prior to the date hereof as
set forth on the Stockholder Schedule attached hereto as Exhibit A will remain
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unchanged following the Stock Split.
2. Except as herein amended, the Agreement shall remain in full force and
effect and is ratified in all respects. On and after the effectiveness of this
Amendment, each reference in the Agreement to "this Agreement," "hereunder,"
"hereof, " "herein" or words of like import, and each reference to the Agreement
in any other agreements, documents or instruments executed and delivered
pursuant to the Agreement, shall mean and be a reference to the Agreement, as
amended by this Amendment.
3. By executing and delivering this Amendment, each Stockholder hereby
consents to the Stock Split and hereby authorizes the officers of the Company to
do or cause to be done all acts necessary to effectuate the Stock Split
including, but not limited to, any filings with the Secretary of State of the
State of Delaware and the payment of any fees incident thereto.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed as of the date first above written.
XXXXXXX PRODUCTS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
Leucadia Investors, Inc.
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
Title: Vice President
Xxxx X. Xxxxxx, XX Revocable Trust
/s/ Xxxx X. Xxxxxx, XX
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Xxxx X. Xxxxxx, XX
Trustee
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxx X. Max
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Xxxx X. Max
/s/ Xxxx X. Xxxx, III
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Xxxx X. Xxxx, III
Xxxx X. Xxxx, III
Profit Sharing Plan DTD
1/1/88
/s/ Xxxx X. Xxxx, III
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Xxxx X. Xxxx, III, Trustee
/s/ A. Xxxxxxx Xxxxxx, Xx.
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A. Xxxxxxx Xxxxxx, Xx.
Xxxxx X. Xxxxxx, Xx. Profit Sharing
Plan and Trust
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Xxxxx X. Xxxxxx, Xx.
Trustee
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
MANAGEMENT STOCKHOLDERS:
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
/s/ Xxxxxxxxxxx X. Puale
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Xxxxxxxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
MCIT PLC
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Name: Xxxxx X. Xxxxxx, Xx.
Title: Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
MASSMUTUAL PARTICIPATION INVESTORS
The name MassMutual Participation Investors is the
designation of the Trustees under a Declaration of
Trust dated April 7, 1988, as amended from time to
time. The obligations of such Trust are not
binding upon, nor shall resort be had to the
property of, any of the Trustees, shareholders,
officers, employees or agents of such Trust
individually, but the Trust's assets and property
only shall be bound.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
MASSMUTUAL CORPORATE INVESTORS
The foregoing is executed on behalf of MassMutual
Corporate Investors, organized under a Declaration
of Trust, dated September 13, 1988, as amended
from time to time. The obligations of such Trust
are not personally binding upon, nor shall resort
be had to the property of, any of the Trustees,
shareholders, officers, employees or agents of
such Trust, but the Trust's property only shall be
bound.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
MASSMUTUAL CORPORATE VALUE PARTNERS
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By: /s/ A. Xxxx Xxxxxxx
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Name: A. Xxxx Xxxxxxx
Title: Vice President
XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Sr. Investment Officer
SAFETY PARTNERS, L.P.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Managing Director
NEW STOCKHOLDERS:
/s/ Xxxx X. Xxxxxxxxxx
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Date: December 1, 1996 Xxxx X. Xxxxxxxxxx
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EXHIBIT A
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Pre-Stock Split Stockholders Schedule
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EXHIBIT B
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Post-Stock Split
Stockholders Schedule
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