EXHIBIT (KK) - AMENDMENT TO STOCKHOLDERS AGREEMENT
AMENDMENT TO
STOCKHOLDERS' AGREEMENT
FOR
GOLDEN EAGLE GROUP, INC.
THIS AMENDMENT, dated as of this 12th day of December, 1996, to the
original Stockholders' Agreement dated and entered into as of the 1st day of
March, 1994 (the "Stockholders' Agreement"), by and among Golden Eagle Group,
Inc., a Delaware corporation (hereinafter referred to as "GEG"), Compagnie
Xxxxx, a French corporation ("CieD"), Xxxxxxx X. Xxxxxx ("Weston"), Xxxx X.
Xxxxxxxx ("X. Xxxxxxxx"), Xxxxxxx Xxxxxxxx ("X. Xxxxxxxx"), and Xxxxxx Xxxxxxxx
("Xxxxxxxx") (hereinafter referred to separately and collectively as the
"Shareholder" and the "Shareholders" respectively), and among the Shareholders
themselves.
W I T N E S S E T H :
WHEREAS, the Shareholders collectively are the owners of a majority of the
outstanding shares of capital stock in GEG; and
WHEREAS, the Shareholders on March 1, 1994, previously entered into the
Stockholders' Agreement ("Stockholders' Agreement") with regard to operation of
GEG and wish to modify certain terms thereof;
WHEREAS, for good and valuable consideration, GEG and the Shareholders
have agreed to impose certain restrictions on rights with regard to the voting
of stock of GEG; and
WHEREAS, the Shareholders mutually agree that it is to their mutual
benefit and in the best interests of GEG to provide for the orderly
administration and operation of GEG.
NOW, THEREFORE, in consideration of the mutual agreements contained herein
and for other valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, it is mutually agreed by and among the parties to this
Amendment to the Agreement as follows:
1. Reference is made to that other certain Agreement and Plan of Merger
dated as of March 1, 1994 (the "Merger Agreement") by and among GEG, GAC
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of GEG
("GAC"), XXXXX, CieD, and Weston. Pursuant to the Merger Agreement, GEG did
acquire all of the issued and outstanding capital stock of XXXXX by merger of
GAC with and into XXXXX (the "Merger"). In order to provide for the orderly
administration and operation of GEG subsequent to the Closing Date, the parties
hereto agreed in the Stockholders' Agreement to certain terms and conditions
with regard to the operation of GEG after the merger. The terms and conditions
of this Amendment hereby modify and supercede the terms and conditions of the
Stockholders' Agreement and the Merger Agreement to the extent required to
effectuate the terms and conditions contained herein.
2. As provided in the Merger Agreement, the Board of Directors of GEG
shall have seven members. The Merger Agreement provides that CieD shall have the
right to designate four of the seven directors, those four currently are Xxxxxxx
Xxxxx, Xxxxxxx X. Xxxxxx, Xxxx Xxxxxx and Xxxxx Xxxxx ("CieD Designees"). The
former GEG Board of Directors (pre-merger)has the right to designate three of
the seven directors, those three currently are Xxxxxxx Xxxxxxxx, Xxxx Xxxxxxxx
and Xxxxxx Xxxxxxxx (the "GEG Designees").
By this Amendment, the parties agree that one of the Board positions
currently guaranteed to Xxxx Xxxxxxxx will be released effective on the date of
this Amendment. The new board designee to the seven member board who shall take
Xxxx Xxxxxxxx'x place shall be nominated by a Nominating Committee established
by the Board of Directors (the "Nominating Committee Designee"), and shall be
elected by a simple majority vote of the Shareholders of GEG, as provided in the
by-laws of GEG.
3. The parties agree that the remaining two board positions held by
Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx may only be held by those two persons and
that the board positions are not assignable or transferable in any way. When
either of these two gentleman relinquish their board seat, such seat shall then
be filled through the Nominating Committee process as set out above. Such
nominee shall be elected by a by a simple majority vote of the Shareholders.
4. Unless amended by the terms hereof, the terms and conditions of the
Stockholders' Agreement of March 3, 1994 shall remain in force and effect.
5. All terms not otherwise defined herein shall have the same meaning
as set forth in the Merger Agreement or the Stockholders' Agreement.
6. It is agreed that the parties may treat signed fax copies of this
Agreement as originals until such time as the actual signed originals are
exchanged by the parties.
IN WITNESS WHEREOF, the parties hereto warrant each to the other that
they have read this Amendment in its entirety, understand all its terms, and
execute this Amendment and its duplicate originals as of the date first above
written with full knowledge of its significance.
GOLDEN EAGLE GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President & CEO
SHAREHOLDERS
/s/ Xxxx X. Xxxxxxxx
/s/ Xxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
COMPAGNIE XXXXX
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Chairman
