Amendment No. 2 to Stockholders' Agreement
Amendment No. 2, dated as of January 23, 1998, to the Stockholders'
Agreement, dated as of March 4, 1997 (the "Stockholders' Agreement"), by and
among Packard BioScience Company, a Delaware corporation ("Packard"), the
Management Stockholders listed in Schedule 1 thereto, the Non-Management
Stockholders listed in Schedule 2 thereto, Xxxxxxx Xxxxx KECALP L.P. 1994,
KECALP Inc. and Stonington Capital Appreciation 1994 Fund, L.P.
WHEREAS, pursuant to, and in accordance with, Section 6.4 of the
Stockholders' Agreement, the parties hereto wish to amend the Stockholders'
Agreement on the terms contained herein.
NOW THEREFORE, the parties hereto agree as follows:
1. Amendments. The Stockholders' Agreement is hereby amended as follows:
(a) Definitions.
(i) The definition of the term "Institutional Investors" set
forth in the preamble to the Agreement is hereby amended by adding Xxxxxxx Xxxxx
KECALP L.P. 1997 thereto.
2. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws of the State of Delaware without reference to
the application of principles of conflicts law.
3. Reaffirmation. In all respect not inconsistent with the terms and
provisions of this Agreement No. 2, the Stockholders' Agreement shall continue
to be in full force and effect in accordance with the terms and conditions
thereof, and is hereby ratified, adopted, approved and confirmed. From and after
the date hereof, each reference to the Stockholders' Agreement in any other
instrument or document shall be deemed a reference to the Stockholders'
Agreement as amended hereby, unless the context otherwise requires.
4. Waiver. None of the execution, delivery or performance of this
Amendment No. 2 shall operate as waiver of any condition, power, remedy or right
exercisable in accordance with the Stockholders' Agreement, or constitute a
waiver of any provision of the Stockholders' Agreement, except as expressly
provided herein.
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Amendment No. 2, or has caused this Amendment No. 2 to be duly executed, as of
the date first above written.
PACKARD BIOSCIENCE COMPANY
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: Vice President and Chief
Financial Officer
STONINGTON CAPITAL APPRECIATION
1994 FUND, L.P.
By: Stonington Partners, L.P.,
its general partner
By: Stonington Partners, Inc. II,
its general partner
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Vice President & Secretary
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. XxXxxxxx
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Xxxxxxx X. XxXxxxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
