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Exhibit 10.12
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT
AMENDMENT NO. 1, DATED AS OF MARCH 26, 1998 (THE "AMENDMENT") TO
SHAREHOLDERS AGREEMENT, dated as of December 18, 1997 (the "Agreement") by and
among Safelite Glass Corp. ("Safelite"), Belron (USA) BV ("Belron"), the Xxxxxxx
Shareholders (as defined therein), TH Xxx (as defined therein) and the
Management Shareholders (as defined therein).
WHEREAS, pursuant to Section 14 of the Agreement, the parties hereto
desire to modify certain terms and conditions of the Agreement as specifically
set forth in this Amendment;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
A. AMENDMENT TO THE AGREEMENT.
1. Section 2(a)(i) of the Agreement is hereby amended by deleting
the following:
"until the Triggering Day, the authorized number of directors
on the Board shall be established at ten (10) directors;" and
inserting in lieu thereof the following:
"until the Triggering Day, the authorized number of directors
on the Board shall be established at an even number between
eight (8) and sixteen (16);"
2. Section 2(a)(ii) of the Agreement is hereby amended by
deleting the following:
"the following individuals shall be elected to the Board:"
and inserting in lieu thereof the following:
"individuals shall be elected to the Board as follows:"
3. Section 2(a)(ii)(A)(1) of the Agreement is hereby amended by
deleting the following:
"five (5) representatives designated by Belron (which
designees initially shall be Xxxxxx Xxxxxx, M. Xxxxx
Xxxxxxxxxxx, Xxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxxx
Xxxxxx), determined by a vote of the Belron Shareholders
owning a majority of the Shareholder Shares held by all Belron
Shareholders (the "Belron Directors"); and"
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and inserting in lieu thereof the following:
"one-half of the Board members shall be designated by Belron,
determined by a vote of the Belron Shareholders owning a
majority of the Shareholder Shares held by all Belron
Shareholders (the "Belron Directors"); and"
4. Section 2(a)(ii)(A)(2) of the Agreement is hereby amended by
deleting the following:
"five (5) representatives designated by TH Xxx (which
designees initially shall be Xxxxx X. Xxxxxxx, Xxxx X. Xxxxxx,
Xxxxxxx X. XxXxxx, Xxxxx X. Xxxxxxxx and Xxxx X. Xxxxx),
determined by a vote of the TH Xxx Shareholders and Management
Shareholders owning a majority of the Shareholder Shares held
by all TH Xxx Shareholders and Management Shareholders (the
"TH Xxx Directors").
and inserting in lieu thereof the following:
"one-half of the Board shall be designated by TH Xxx,
determined by a vote of the TH Xxx Shareholders and Management
Shareholders owning a majority of the Shareholder Shares held
by all TH Xxx Shareholders and Management Shareholders (the
"TH Xxx Directors").
B. RATIFICATION, ETC. Except as otherwise expressly set forth
herein, all terms and conditions of the Agreement are hereby ratified and
confirmed and shall remain in full force and effect. Except as expressly set
forth herein, nothing herein shall be construed to be an amendment or a waiver
of any requirements of the Agreement. All references in the Agreement to the
Agreement shall, from and after the date hereof, be deemed to be references to
the Agreement as amended by this Amendment.
C. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
D. GOVERNING LAW. This Amendment shall be governed by the laws of
the State of New York as to all matters, including but not limited to matters of
validity, construction, effect, performance and remedies, without giving effect
to provisions thereof regarding conflict of laws.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
an instrument under seal to be effective as of the date first above written.
BELRON (USA) BV
By: /s/ Xxxxx Xxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxx
Title: Director
XXXXXX X. XXX EQUITY FUND III, L.P.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. XxXxxx
Title: Vice President
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