AMENDMENT NO. 2 TO SHAREHOLDERS AGREEMENT
AMENDMENT NO. 2, dated as of January 8, 1999, to the Shareholders
Agreement, dated as of September 12, 1996, by and among Rayovac Corporation, a
Wisconsin corporation (the "Company"), and the shareholders of the Company
referred to therein, as amended by an amendment agreement, dated as of August 1,
1997 (the "Shareholders Agreement"). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the
Shareholders Agreement.
WHEREAS, pursuant to Section 4.2 of the Shareholders Agreement, the
Shareholders Agreement may be amended by a written instrument duly executed by a
majority in interest of the Shareholders and, if the Xxx Group Shareholders, the
Management Shareholders or the Non-Management Shareholders are adversely
affected by such amendment, by a majority in interest of each such adversely
affected group; and
WHEREAS, the signatories hereto represent a majority in interest of
the Stockholders and a majority in interest of each of the Xxx Group
Shareholders and the Management Shareholders.
NOW THEREFORE, in consideration of the foregoing, the Shareholders
Agreement is hereby amended as follows:
1. Clause (iii) of Section 2.1 is amended to read as follows:
"(iii) for any Xxx Group Shareholder or Management Shareholder, made
after a Public Offering, pursuant to a Rule 144 Transaction; provided
that no Management Shareholder shall so Transfer Shares if it would
result in the fraction W divided by X being greater than the fraction
Y divided by Z, where "W" equals the aggregate number of Shares
previously Transferred by such Management Shareholder (including its
Permitted Transferees) pursuant to one or more Rule 144 Transactions
or Public Offerings plus the aggregate number of Shares being so
Transferred, "X" equals the maximum number of Shares beneficially
owned by such Management Shareholder at any time since September 12,
1996 (including Shares owned by its Permitted Transferees and Shares
subject to options, to the extent exercisable),
"Y" equals the aggregate number of Shares previously Transferred
(without duplication) by the Xxx Group Shareholders other than
pursuant to a Permitted Transfer, and "Z" equals the maximum number of
Shares beneficially owned by the Xxx Group Shareholders at any time
since September 12, 1996, in each case such number of Shares being
equitably adjusted to account for stock dividends, stock splits,
reverse stock splits or other similar reclassifications;"
2. Section 2.1 is amended to delete the following sentence therefrom:
"For purposes of this Section 2.1, "Proportionate Equity Interest"
shall mean the number of Shares set forth on the Schedule opposite the
Management Shareholder's name plus the number of Shares underlying
options granted to such Management Shareholder on the date hereof (to
the extent exercisable) divided by the aggregate number of Shares set
forth on the Schedule opposite the names of the Xxx Group
Shareholders, in each case as equitably adjusted to account for stock
dividends, stock splits, reverse stock splits or other similar
reclassifications."
3. Section 3.2(b) is hereby amended to read as follows:
"If, pursuant to Section 3.3, the total amount of securities that all
Holders and all other holders of securities which have applicable
registration rights request to be included in an offering made
pursuant to this Section 3.2 exceeds the amount of securities that the
underwriters reasonably believe compatible with the success of the
offering, then the Company will include in such registration only the
number of securities which, in the good faith opinion of such
underwriters, can be sold. The securities to be included in the
registration shall be determined in accordance with Section 3.3."
4. The second and third sentence of Section 3.3 are amended to read as
follows:
"Upon the written request of any Holder received by the Company within
five (5) days after the giving of any such notice by the Company, the
Company shall use its best efforts to cause to be registered
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under the 1933 Act all of the Registrable Shares of each Holder that
such Holder has requested be registered, provided that no Management
Shareholder (or its Permitted Transferees) may sell pursuant to such
registration an aggregate number of Shares if such sale would result
in the fraction W divided by X being greater than the fraction Y
divided by Z, where "W" equals the aggregate number of all Shares
previously Transferred by such Management Shareholder (or its
Permitted Transferees) pursuant to one or more Rule 144 Transactions
and Public Offerings plus the aggregate number of Shares of the
Management Shareholder (including its Permitted Transferees) being
sold pursuant to such registration, "X" equals the maximum number of
Shares beneficially owned by such Management Shareholder at any time
since September 16, 1996 (including Shares held by its Permitted
Transferees and Shares subject to options to the extent exercisable),
"Y" equals the aggregate number of Shares previously Transferred by
the Xxx Group Shareholders other than pursuant to a Permitted Transfer
plus the aggregate number of Shares of the Xxx Group Shareholders
being sold pursuant to such registration and "Z" equals the maximum
number of Shares beneficially owned by the Xxx Group Shareholders at
any time since September 16, 1996, in each case such number of Shares
being equitably adjusted to account for stock dividends, stock splits,
reverse stock splits or other similar reclassifications. Subject to
the foregoing, if the total amount of securities that are to be
included by the Company (or other person (including any Shareholder)
for whose account the registration is made) for its own account and at
the request of Holders pursuant to this Section 3.3 and all other
holders of securities which have applicable registration rights
exceeds the amount of securities that the underwriters reasonably
believe compatible with the success of the offering, then the Company
will include in such registration only the number of securities which
in the opinion of such underwriters can be sold, selected from the
securities requested to be included by all Holders and all such other
holders, to the extent such Shares are permitted to be sold pursuant
to the foregoing sentence, pro rata based on the number of securities
(including for any Management Shareholder securities underlying
outstanding options granted to such Management Shareholder to the
extent exercisable) which each of them owns."
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This Amendment No. 2 may be signed in one or more counterparts, each
of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 2
to the Shareholders Agreement as of the date first written above.
RAYOVAC CORPORATION
By /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Chief Executive Officer
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Xxx Group Shareholders:
XXXXXX X. XXX EQUITY FUND III, L.P.
By: THL Equity Advisors III Limited
Partnership, as General Partner
By: THL Equity Trust III,
as General Partner
By /s/ Xxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Trustee
XXXXXX X. XXX FOREIGN FUND III, L.P.
By: THL Equity Advisors III Limited
Partnership, as General Partner
By: THL Equity Trust III,
as General Partner
By /s/ Xxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Trustee
THL-CCI LIMITED PARTNERSHIP
By: THL Investment Management Corp.,
as General Partner
By /s/ T. H. Xxx
----------------------------------------------
Name: Xxxxxx X. Xxx
Title: Sole Director
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Management Shareholders:
/s/ Xxxxx X. Xxxxx /s/ Xxxx X. Xxxxxxxx
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Xxxxx X. Xxxxx Xxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx Xxxxxxxxx
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Xxxxx X. Xxxxxx Xxxxxx Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxxxx
------------------------------- ----------------------------------
Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
------------------------------- ----------------------------------
Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
