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EXHIBIT
Amendment No. 1, dated as of May 1, 1997, to the Amended and Restated
Stockholder Agreement, dated as of September 3, 1996, as amended on September
19, 1996, by among ▇▇▇▇▇▇-Field Health Products, Inc., BIL (Far East Holdings)
Limited and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
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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"), ▇▇▇▇▇▇-FIELD HEALTH PRODUCTS, INC., a Delaware corporation
(the "Company"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇▇").
WHEREAS, BIL, the Company and ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇.
▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇ desire to
amend the Stockholder Agreement in accordance with the terms
hereof;
NOW, THEREFORE, BIL, the Company and ▇▇. ▇▇▇▇▇▇▇▇ 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 representing more than 49% of the Voting
Power of all Outstanding Voting Securities."
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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 ▇▇. ▇▇▇▇▇▇▇▇ 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: ___________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
▇▇▇▇▇▇-FIELD HEALTH PRODUCTS, INC.
By: ___________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chairman of the Board and
Chief Executive Officer
___________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
