EXHIBIT 4.17
XXXXXXX PRODUCTS, INC.
SECOND AMENDMENT TO MANAGEMENT SUBSCRIPTION AGREEMENT
THIS SECOND AMENDMENT TO MANAGEMENT SUBSCRIPTION AGREEMENT (this
"Amendment"), dated as of December 1, 1996, is made by and among Xxxxxxx
Products, Inc., a Delaware corporation (together with its successors and
assigns, and its subsidiaries, the "Company"), Xxxxxx X. Xxxxx, Xxxxxxxxxxx X.
Xxxxx, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx,
Xxxxxx X. Xxxxx, Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxx
X. Xxxxxx and Xxxx X. Xxxxxxxxxx (the "Stockholders"). Capitalized terms used
herein, but not otherwise defined herein, shall have the meaning given such
terms in the Management Subscription Agreement, dated August 16, 1995, as
amended March 1, 1996, by and among the Company and the persons and entities
whose names are set forth at the end of such agreement (as amended, the
"Management Subscription Agreement").
WHEREAS, the Company and the Stockholders, other than Xxxx X. Xxxxxxxxxx,
have entered into the Management Subscription Agreement; and
WHEREAS, the Company desires to amend the Management Subscription Agreement
(i) to accept a subscription for shares of Class C Common Stock by Xxxx X.
Xxxxxxxxxx, pursuant to the provisions of the Management Subscription Agreement,
as amended by this Second Amendment and (ii) to reflect the repurchase as of
June 30, 1996, by the Company of all of the shares of Class C Common Stock owned
by Xxxxx X. Xxxxxxx, the cancellation as of June 30, 1996, of the Option held by
Xxxxx X. Xxxxxxx to purchase shares of Class C Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
1. The definition of "Executive Management Group" set forth in Section 10
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is amended and revised to read in its entirety as follows:
"Executive Management Group" shall mean the management signatories to this
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Agreement (including execution of a counterpart to this Agreement), other than
those management signatories whose shares or other subscription agreement
presented by the Company to an officer or managerial employee of the Company or
any of its subsidiaries and their Permitted Transferees (as defined in the
Stockholders Agreement).
2. Section 11(k) is amended by the addition of the following sentence to
the end of such Section:
"If the requirements of this Agreement otherwise have been met, new
Stockholders may become parties to this Agreement by executing a
counterpart to this Agreement at which time the Company shall revise
Exhibits 1 and 2 as may be necessary or appropriate."
3. Except as herein amended, the Agreement shall remain in full force and
effect and is ratified in all respects. On and after the effectiveness of this
Amendment, each reference in the Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import, and each reference to the Agreement
in any other agreements, documents or instruments executed and delivered
pursuant to the Agreement, shall mean and be a reference to the Agreement, as
amended by this Amendment.
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IN WITNESS WHEREOF, each of the undersigned has signed this Amendment:
XXXXXXX ACQUISITION CORP.
By /s/ Xxxxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
STOCKHOLDERS:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxx
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/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
NEW STOCKHOLDER:
/s/ Xxxx X. Xxxxxxxxxx
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Date: December 1, 1996 Xxxx X. Xxxxxxxxxx
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