Exhibit 4.18
AMENDMENT NO. 4 TO SHAREHOLDERS AGREEMENT
AMENDMENT NO. 4, dated February 8, 2002, to the Shareholders Agreement,
dated as of September 12, 1996, as amended, by and among Rayovac Corporation, a
Wisconsin corporation (the "Company") and the Shareholders of the Company
referred to therein (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 holders of the requisite
number of Shares to effect the amendments to the Shareholders Agreement provided
for herein.
NOW, THEREFORE, in consideration of the foregoing, the Shareholders
Agreement is hereby amended as follows:
1. Article I is amended as follows:
(a) Clause (e) of the definition of "Permitted Transfer" is amended to
read as follows:
(e) a Transfer of Shares from any Shareholder which is a partnership to
its partners, provided such Transfer is reasonably acceptable to the
Company (a "Permitted Partnership Transfer");
(b) The first sentence of the paragraph immediately following clause
(g) of the definition of "Permitted Transfer" is amended to read as follows:
Except for a Permitted Partnership Transfer (as to which this sentence
shall not apply), no Permitted Transfer shall be effective unless and
until the transferee of the Shares so transferred, if such transferee
is not already a party to this Agreement, executes and delivers to the
Company an executed counterpart of this Agreement in accordance with
the terms of Section 4.13 hereof.
(c) The definition of "Permitted Transferee" is amended to read as
follows:
PERMITTED TRANSFEREE. A "Permitted Transferee" shall mean any Person,
other than a Permitted Partnership Transferee, who shall
have acquired and who shall hold Shares pursuant to a Permitted
Transfer described above.
(d) The following new definition is added immediately after the
definition of Permitted Transfer:
PERMITTED PARTNERSHIP TRANSFEREE. A "Permitted Partnership Transferee"
shall mean any Person who shall have acquired and who shall hold Shares
pursuant to a Permitted Partnership Transfer.
(e) The definition of "Shares" is amended to read as follows:
SHARES. "Shares" shall mean with respect to any Shareholder (a) all
shares of Common Stock held by Shareholders prior to the close of
trading on the New York Stock Exchange on November 20, 1997, (b) all
shares of Common Stock acquired in one or more Permitted Transfers,
other than Permitted Partnership Transfers, (c) securities of the
Company issued in exchange for, upon reclassification of, or as a
distribution in respect of, the Common Stock referred to in (a) and (b)
above, and (d) shares of Common Stock subject to options pursuant to
the Rayovac Corporation 1996 Stock Option Plan.
2. 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 (including Shares Transferred to a Permitted Partnership
Transferee but excluding Shares Transferred to a Permitted Transferee),
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;
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3. Section 2.1(f) is amended to read as follows:
(f) Any Transfer of Shares (other than (A) pursuant to Sections 2.1
(ii), (iii) and (iv) or (B) a Permitted Partnership Transfer) shall
remain subject to the Transfer restrictions of this Agreement, and each
intended transferee (other than a Permitted Partnership Transferee)
pursuant to this Section shall execute and deliver to the Company a
counterpart of this Agreement, which shall evidence such transferee's
agreement that the Shares intended to be Transferred shall continue to
be subject to this Agreement and that as to such Shares the transferee
shall be bound by the restrictions of this Agreement as a Shareholder
hereunder.
4. The second sentence of Section 3.3 is 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 under the
1933 Act all of the Registrable Shares of each Holder that such Holder
has requested to 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 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 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 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 by the Xxx Group Shareholders (including
Shares Transferred to a Permitted Partnership Transferee but excluding
Shares Transferred to a Permitted Transferee) 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 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.
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5. Section 4.7 is amended to add the following sentence as the last
sentence thereof:
Notwithstanding the foregoing provisions of this Section 4.7, to the
extent not earlier terminated in accordance with its terms, this
Agreement shall terminate as to all Shareholders and shall have no
further force or effect at such time as the Xxx Group Shareholders and
their Permitted Transferees cease to own in the aggregate at least 10%
of the outstanding Common Stock on a fully diluted basis.
6. Section 4.9 is amended to replace the name "Xxxxxx X. Xxxxx, Xx."
appearing therein with the name "Xxxxx X. Xxxxxxx."
7. Section 4.13 is amended to read as follows:
ADDITIONAL SHAREHOLDERS. Subject to the restrictions on Transfers of
Shares contained herein, any Person who is not already a Shareholder
acquiring Shares (except (A) for transferees acquiring Shares in an
offering registered under the 1933 Act or in a Rule 144 Transaction,
(B) for Permitted Partnership Transferees or (C) as otherwise permitted
by the Board), shall, on or before the Transfer or issuance to it of
Shares, sign a counterpart signature page hereto in form reasonably
satisfactory to the Company and shall thereby become a party to this
Agreement to be bound hereunder as (a) a Management Shareholder if a
Permitted Transferee or any employee of the Company or any of its
Subsidiaries, (b) a Xxx Group Shareholder if a Permitted Transferee or
an employee or affiliate of Xxxxxx X. Xxx Company or Equity Fund or (c)
a Non-Management Shareholder if such person or entity does not fall
within either (a) or (b) above; provided that a transferee which is a
Permitted Transferee under clause (b) of the definition of Permitted
Transferee shall not be obligated to so agree until foreclosure on its
pledge.
This Amendment No. 4 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.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 to
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
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
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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
XXXXXX X. XXX INVESTORS LIMITED PARTNERSHIP
By: THL Investment Management Corp., as General Partner
By /s/ XXXXX X. XXXXXX
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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/s/ XXXXXXX X. XXXXXX
------------------------------
Xxxxxxx X. Xxxxxx
/s/ XXXX X. XXXXXXXXX
------------------------------
Xxxx X. Xxxxxxxxx
/s/ XXXX X. XXXXXX
------------------------------
Xxxx X. Xxxxxx
/s/ XXXXX X. XXXXX
------------------------------
Xxxxx X. Xxxxx
/s/ XXXXXXX X. XXXXXXX
------------------------------
Xxxxxxx X. Xxxxxxx
/s/ XXXX X. XXXXXXXX
------------------------------
Xxxx X. Xxxxxxxx
/s/ XXXXXXX X. XXXXXX
------------------------------
Xxxxxxx X. Xxxxxx
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