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AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDER AGREEMENT
AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDER AGREEMENT,
dated as of May 1, 1997 (this "First Amendment"), by and among BIL (FAR EAST
HOLDINGS) LIMITED, a Hong Kong corporation ("BIL"), XXXXXX-FIELD HEALTH
PRODUCTS, INC., a Delaware corporation (the "Company"), and XXXXX XXXXXXXX ("Xx.
Xxxxxxxx").
WHEREAS, BIL, the Company and Xx. Xxxxxxxx are parties to an
Amended and Restated Stockholder Agreement, dated as of September 3, 1996, as
amended on September 19, 1996, pursuant to which BIL, the Company and Xx.
Xxxxxxxx established certain terms and conditions concerning the acquisition and
disposition of securities of the Company after the Effective Time (as
subsequently amended and restated, the "Stockholder Agreement"; capitalized
terms not otherwise defined herein shall have the meanings set forth in the
Stockholder Agreement); and
WHEREAS, BIL, the Company and Xx. Xxxxxxxx desire to amend the
Stockholder Agreement in accordance with the terms hereof;
NOW, THEREFORE, BIL, the Company and Xx. Xxxxxxxx hereby agree
as follows:
SECTION 1. Amendment to the Stockholder Agreement. Section
4.01 of the Stockholder Agreement is, effective as of the date hereof, amended
in its entirety to read as follows:
4.01 Limitation on Acquisition of Equity Securities. Following
the Effective Time and until the Restricted Group beneficially owns
Outstanding Voting Securities representing less than 5% of the Voting
Power of all Outstanding Voting Securities, no member of the Restricted
Group shall acquire beneficial ownership of any Equity Securities,
except (i) the acquisition of Equity Securities pursuant to the Merger
Agreement or upon the conversion of or as a dividend on the BIL Series
B Preferred Shares or the BIL Series C Preferred Shares in accordance
with their terms, (ii) by way of stock dividends, stock splits or other
distributions or offerings made available to holders of Equity
Securities generally, (iii) pursuant to plans established by the
Company for members of the Board of Directors, (iv) pursuant to the
exercise of BIL's right to acquire Equity Securities directly from the
Company as provided for in Section 4.02 or (v) the purchase of Equity
Securities in open-market or privately-negotiated transactions,
provided that, immediately after giving effect to such purchase, the
members of the Restricted Group would not own, in the aggregate,
Outstanding Voting Securities
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representing more than 49% of the Voting Power of all
Outstanding Voting Securities."
SECTION 2. Representations. (a) The Company represents to BIL
that it has the requisite corporate power to enter into this First Amendment and
to carry out its obligations hereunder, that the execution and delivery of this
First Amendment has been duly authorized by all necessary corporate actions on
the part of the Company and that this First Amendment has been duly executed and
delivered on behalf of the Company.
(b) BIL represents to the Company and Xx. Xxxxxxxx that it has
the requisite corporate power to enter into this First Amendment and to carry
out its obligations hereunder, that the execution and delivery of this First
Amendment has been duly authorized by all necessary corporate actions on the
part of BIL and that this First Amendment has been duly executed and delivered
on behalf of BIL.
SECTION 3. Effect on the Stockholder Agreement. Except as
specifically amended hereby, the original provisions of the Stockholder
Agreement remain in full force and effect.
SECTION 4. Counterparts. This First Amendment may be executed
in any number of counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.
SECTION 5. Governing Law. This First Amendment shall be
governed by and construed in accordance with the laws of the State of New York
applicable to a contract executed and performed in such State, without giving
effect to the conflicts of laws principles thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed as of the day and year first above written.
BIL (FAR EAST HOLDINGS) LIMITED
By:
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Name: Xxxxxx X. Xxxxx
Title: Director
XXXXXX-FIELD HEALTH PRODUCTS, INC.
By:
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Name: Xxxxx Xxxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
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Xxxxx Xxxxxxxx
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