Exhibit 4.2
EAGLE FAMILY FOODS HOLDINGS, INC.
FIRST AMENDMENT TO
STOCKHOLDERS AGREEMENT
First Amendment to Stockholders Agreement, dated as of September 27,
1999, by and among GE Investment Private Placement Partners II, a Limited
Partnership ("GEI"), Warburg, Xxxxxx Ventures, L.P., a Delaware limited
partnership ("Warburg" and, together with GEI, the "Institutional Investors");
the individuals whose names appear on Schedule I hereto, and Eagle Family Foods
Holdings, Inc., a Delaware corporation (the "Company"). Capitalized terms used
herein but not defined, are used as defined in the Stockholders Agreement (as
defined below).
R E C I T A L S
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WHEREAS, the parties hereto have entered into that certain
Stockholders Agreement, dated as of January 23, 1998 (the "Stockholders
Agreement");
WHEREAS, the Company is concurrently herewith entering into
Subscription Agreements with the Institutional Investors, dated as of the date
hereof, relating to the offer and sale to such Institutional Investors of 99
shares of newly-issued Series B Non-Voting Preferred Stock, par value $0.01 per
share, of the Company (the "Series B Preferred Stock"), and (ii) 100,000 shares
of newly-issued Common Stock with accompanying warrants to purchase 22,013
shares of Common Stock (collectively, the "Offered Securities");
WHEREAS, in connection with the purchase and sale of the Offered
Securities, the parties hereto desire to amend provisions of the Stockholders
Agreement, as provided for herein, and provisions of the Registration Rights
Agreement as provided for in the First Amendment to Registration Rights
Agreement, dated as of even date herewith.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:
1. AMENDMENTS TO STOCKHOLDERS AGREEMENT
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(a) The first paragraph of the Recitals of the Stockholders Agreement
is hereby deleted and replaced in its entirety with the following:
"WHEREAS, certain of the Investors, pursuant to the terms of certain
subscription agreements with the Company
(collectively, the "Subscription Agreements"), have agreed to purchase shares of
the Common Stock, par value $.01 per share, of the Company (the "Common Stock"),
the Series A Non-Voting Preferred Stock, par value $.01 per share, of the
Company (the "Series A Preferred Stock") and the Series B Non-Voting Preferred
Stock, par value $.01 per share, of the Company (the "Series B Preferred Stock"
and, together with the Series A Preferred Stock, the "Preferred Stock"), and
warrants of the Company ("Warrants"); and"
(b) The third paragraph of the Recitals of the Stockholders Agreement
is hereby deleted and replaced in its entirety with the following:
"WHEREAS, the Investors and the Company desire to promote their mutual
interests by agreeing to certain matters relating to the operations of the
Company and the dispositions and/or voting of the shares of Common Stock and
Preferred Stock and the Warrants purchased by the Investors pursuant to the
Subscription Agreements, together with any other shares of Common Stock or
Preferred Stock or Warrants acquired by them (other than shares of Common Stock
issued under the Company's 1998 Stock Incentive Plan (as it may be amended from
time to time, the "Stock Plan")) (collectively, the "Shares")."
2. EFFECTIVENESS OF THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
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This First Amendment to Stockholders Agreement is effective as of the
date first written above. Except as amended herein, the Stockholders Agreement
shall continue in full force and effect and shall be enforceable in accordance
with its terms.
3. GOVERNING LAW
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This First Amendment to Stockholders Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within such State.
4. COUNTERPARTS
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This First Amendment to Stockholders Agreement may be executed in one
or more counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Stockholders Agreement as of the date first written above.
EAGLE FAMILY FOODS HOLDINGS, INC.
By: /s/ Xxxx O'X. Xxxxxx
----------------------
Name: Xxxx O'X. Xxxxxx
Title: President and Chief
Executive Officer
GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A
LIMITED PARTNERSHIP
By: GE Investment Management Incorporated, its
General Partner
By: /s/ Xxxxxx X. Xxxxx
----------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WARBURG, XXXXXX VENTURES, L.P.
By: Warburg, Xxxxxx & Co., its General Partner
By: /s/ Xxxxxxx Xxx
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Name: Xxxxxxx Xxx
Title: Managing Director
MANAGEMENT INVESTORS:
/s/ Xxxxx Xxxxx /s/ Xxxxxxx Xxxxx
----------------------------------- -------------------------------------------
Xxxxx Xxxxx Xxxxxxx Xxxxx
/s/ Xxxxxxx X. Xxxxx /s/ Xxxx O'X. Xxxxxx
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Xxxxxxx X. Xxxxx Xxxx O'X. Xxxxxx
/s/ Xxxxxxxx X. Xxxx /s/ Xxxxx Xxxxxxx
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Xxxxxxxx X. Xxxx Xxxxx Xxxxxxx
-3-
SCHEDULE I
Management Investors
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Xxxxx X. Xxxxx
Xxxxxxx Xxxxx
Xxxxxxx X. Xxxxx
Xxxx O'X. Xxxxxx
Xxxxxxxx X. Xxxx
Xxxxx Xxxxxxx
