Exhibit 10.43
AMENDMENT
TO
STOCKHOLDERS AGREEMENT
This Amendment to Stockholders Agreement (this "Amendment"), is entered into as
of this 3rd day of July, 1996, by and among Celadon Group, Inc., a Delaware
corporation ("Company"), Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), Xxxxxxx Xxxxxxx
("Xxxxxxx"), and Hanseatic Corporation, a New York corporation ("Hanseatic").
W I T N E S S E T H:
WHEREAS, the Company, Xxxxxxx, Xxxxxxx and Hanseatic are parties to that certain
Stockholders Agreement, dated as of October 8, 1992 (the "Stockholders
Agreement");
WHEREAS, Xxxxxxx is entering into a Stock Purchase Agreement, dated of even date
herewith (the "Stock Purchase Agreement"), with Xxxxx Xxxxxxx, Xxxxxxx,
individually and as agent, and Hanseatic, individually and as agent; and
WHEREAS, it is a condition to the consummation of the transactions contemplated
by the Stock Purchase Agreement that Xxxxxxx, the Company, Xxxxxxx and Hanseatic
enter into this Amendment, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in furtherance of the Stock Purchase Agreement and the
consummation of the transactions contemplated thereby and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Capitalized terms used in this Amendment which are not otherwise
defined herein shall have the meanings given to such terms in the Stockholders
Agreement.
SECTION 2. The Stockholders Agreement shall be terminated with respect to
Xxxxxxx and the terms and provisions thereof relating to Xxxxxxx shall be null
and void and of no further effect effective as of the date hereof. Effective as
of the date hereof, Xxxxxxx shall no longer be a party to the Stockholders
Agreement and all references to "Xxxxxxx" shall be deleted and Xxxxxxx shall no
longer be a Stockholder (as each term is defined in the Stockholders Agreement)
under the Stockholders Agreement.
SECTION 3. References. All references in the Stockholders Agreement to "this
Agreement" shall mean the Stockholders Agreement as amended by this Amendment.
SECTION 4. Amendments.
(a) From and after the date hereof, each and every reference in the Stockholders
Agreement to the "the Purchaser" shall be deemed to be a reference to
"Hanseatic".
(b) Article I of the Stockholders Agreement shall be amended in its entirety
to read as follows:
ARTICLE I
BOARD OF DIRECTORS
The Corporation shall use its best efforts to take all such action as may be
necessary so that its Board of Directors shall, from and after the date hereof
and until the Expiration Date (as hereinafter defined), at all times include one
member who shall be selected by Xxxxxxx and one member who shall be selected by
Hanseatic, each reasonably satisfactory to the Corporation (and any successor or
successors to each such member who shall be reasonably satisfactory to the
Corporation), including, without limitation, the nomination and recommendation
for election and re-election, as the case may be, of such designees (and any
such successor or successors); and each of Xxxxxxx and Hanseatic agrees that he
or it will vote all shares of Common Stock beneficially owned by him or it in
favor of a Board of Directors that shall include such designees (and any such
successor or successors), and take all such other action as may be necessary so
that the Board of Directors of the Corporation shall be constituted as
aforesaid; provided, however, that in the event of the death of Xxxxxxx, the
foregoing commitment contained in this sentence shall extend to such person
(reasonably satisfactory to the Corporation) as shall be selected by the holder
or holders of a majority of the shares of Common Stock held by Xxxxxxx on the
date hereof (reasonably satisfactory to the Corporation), unless Hanseatic shall
be reasonably uncertain as to the identity of such holder or holders. For
purposes hereof, the "Expiration Date" shall mean the date on which either
Xxxxxxx or Hanseatic, and their respective heirs, successors, personal or legal
representatives, and assigns, shall beneficially own less than five per cent of
the outstanding shares of Common Stock.
SECTION 5. Governing Law. This Amendment shall be governed by, construed and
enforced in accordance with the laws of the State of New York, without regard to
the principles thereof relating to conflict of laws.
SECTION 6. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
shall constitute one and the same instrument.
SECTION 7. No Other Amendments. Except as expressly amended hereby, the
terms and conditions of the Stockholders Agreement shall continue in full
force and effect.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment
as of the date first written above.
CELADON GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Chairman
HANSEATIC CORPORATION
By: /s/ Xxxx X. Xxxxxxxxx
Name:
Title:
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
