AMENDMENT TO
RAYOVAC SHAREHOLDERS AGREEMENT
This Amendment (this "Amendment") to the Shareholders Agreement dated as of
September 12, 1996, by and among Rayovac Corporation, a Wisconsin corporation
(the "Company"), and the shareholders of the Company referred to therein (the
"Initial Agreement") is entered into as of 1 August 1997 by and among the
Company, those persons listed as Xxx Group Shareholders on the signature pages
hereof, those persons listed as Management Shareholders on the signature pages
hereof, and those persons listed as Non-Management Shareholders on the signature
pages hereof. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Initial Agreement.
Whereas, Xxxxxx X. Xxxx, Xx. ("Xxxx") and Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx,
Xxxxxxxx X. Xxxxxxxxxx, Xxx X. Xxxxxxx, and Xxxxxxx X. Xxxxxxx (collectively,
the "Siegerts"), who are Non-Management Shareholders, may wish to sell some or
all of their shares of Common Stock; and
Whereas, the Xxx Group Shareholders or the Company may wish to purchase some or
all of Xxxx'x and the Siegerts' shares of Common Stock; and
Whereas, the Initial Agreement does not permit such a transaction or
transactions; and
Whereas, pursuant to Section 4.2 of the Initial Agreement, the Initital
Agreement may be amended by a written instrument duly executed by a majority in
interest of each of the Xxx Group Shareholders, Management Shareholders, and
Non-Management Shareholders; and
Whereas, the signatories hereto represent a majority in interest of each of the
Xxx Group Shareholders, Management Shareholders, and Non-Management
Shareholders;
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Now, therefore, in consideration of the foregoing, the Initial Agreement is
hereby amended as follows:
1. Article I, Definition of "Permitted Transfer" is hereby amended by adding
the following clause after clause (g):
(h) A Transfer of Shares by each of Xxxxxx X. Xxxx, Xx., Xxxxxx X.
Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxxxxxxxx, Xxx X. Xxxxxxx,
and Xxxxxxx X. Xxxxxxx to one or more Xxx Group Shareholders or the
Company.
2. Article I, Definition of "Transaction Price" is hereby restated to read as
follows:
Transaction Price. "Transaction Price" shall mean $4.39 per Share (as
equitably adjusted for stock dividends, stock splits, reverse stock splits
and other similar reclassifications), which is the price originally paid
for each Share by the Xxx Group Shareholders at the time of initial
purchase thereof and giving effect to the 5 for 1 stock split referred to
in the first preamble to the this Agreement; provided that as to any Shares
that are issued to a Management Shareholder pursuant to the Company's 1997
Stock Option Plan, "Transaction Price" shall mean $6.01 per Share (as
equitably adjusted for stock dividends, stock splits, reverse stock splits
and other similar reclassifications).
3. Section 2.1 of the Initial Agreement is hereby amended by adding the
following clause immediately after clause (f):
(g) Notwithstanding anything set forth in this Agreement to the contrary,
no Shareholder may Transfer all or any part of the Shares owned by
such Shareholder if such Transfer of Shares constitutes a Prohibited
Transaction. A "Prohibited Transaction" is any transaction which
would, in the reasonable opinion of the Company or the Company's
independent accountants, jeopardize the Company's ability to account
for the transactions contemplated by the Recapitalization Agreement as
a leveraged recapitalization.
4. Except as amended herein, the Initial Agreement shall remain in full force
and effect.
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In witness whereof, the parties hereto have executed this Amendment as of the
date first written above.
Rayovac Corporation Xxx Group Shareholders:
XXXXXX X. XXX EQUITY FUND III, L.P.
By:
---------------------------- By:
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XXXXXX X. XXX FOREIGN FUND III, L.P.
By:
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THL-CCI INVESTORS LIMITED PARTNERSHIP
By:
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Management Shareholders
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Xxxxx X. Xxxxx Xxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------------
Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxxxx Xxxxxx X. Xxxx
--------------------------------- ------------------------------------
Xxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
--------------------------------- ------------------------------------
Xxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxx
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Non-Management Shareholders
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Xxxxxx X. Xxxx, Xx. Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxxxxx
