Exhibit 11(c)(4)
SECOND AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of April 23,1999, by and among RSA
Holdings Corp. of Delaware, a Delaware corporation ("Parent"), RSA
Acquisition Corp., a Delaware corporation and a subsidiary of Parent
("Purchaser"), and American Safety Razor Company, a Delaware corporation (the
"Company").
WHEREAS, the parties have entered into an Agreement and Plan of
Merger dated as of February 12, 1999, as amended pursuant to an Amendment
Agreement, dated as of April 8, 1999 (the "Agreement");
WHEREAS, the parties wish to amend certain provisions of the
Agreement; and
WHEREAS, Section 8.04 of the Agreement provides in relevant part
that at any time before any approval of the Agreement by the stockholders of
the Company, the Company, Parent and Purchaser may amend the Agreement by
written agreement signed on behalf of all the parties.
NOW, THEREFORE, in consideration of the foregoing and other good
and valuable consideration, the receipt of which is hereby acknowledged,
Parent, Purchaser and the Company hereby agree as follows:
1. Terms not specifically defined herein shall have the meanings
set forth in the Agreement.
2. The third recital is amended by deleting the phrase "pursuant
to the Merger (as defined)".
3. Section 1.03(a) is hereby amended by deleting the proviso at
the end of the first sentence of Section 1.03(a) in its entirety, and
replacing it with the following:
"provided, however, that prior to the Effective Time (as
defined in Section 2.02), the Board shall always have at least one
member who is neither an officer, director, stockholder or designee
of the Purchaser or any of its affiliates ("Purchaser Insiders").
4. Section 2.09 is hereby deleted in its entirety and replaced
with the following:
"SECTION 2.09 Company Option Plan. Parent and the Company
shall take all actions necessary so that, as soon as practicable
following closing of the Offer (and in any event, by April 30,
1999), (A) each outstanding option to purchase Common Shares (an
"Option") granted under the American Safety Razor Company Stock
Option Plan (the "Option Plan"), whether or not then exercisable or
vested, shall become fully exercisable and vested, (B) each Option
which is then outstanding shall be canceled and (C) in
consideration of such cancellation, and except to the extent that
Parent or the Purchaser and the holder of any such Option otherwise
agree, as soon as practicable following closing of the Offer (and
in any event by April 30, 1999), the Company shall pay to such
holders of Options an amount in respect thereof equal to the
product of (1) the excess of the Share Offer Price over the
exercise price thereof and (2) the number of Common Shares subject
thereto (such payment to be net of taxes required by law to be
withheld with respect thereto). The Company will, prior to the
payments to the Optionholders pursuant to this Section 2.09,
provide to the Purchaser a schedule setting forth each Option,
Optionholder and such taxes, if any, required to be withheld with
regard to any particular Options. Subject to the foregoing, the
Company shall use its reasonable best efforts to take all such
action as is necessary prior to the Effective Time to terminate the
Option Plan so that on and after the Effective Time no current or
former employee or director shall have any Option to purchase
shares of common stock or any other equity interest in the Company
under the Option Plan. Subject to the foregoing, the Company shall
use its reasonable best efforts to obtain any consents as may be
necessary to release the Company from any liability in respect of
any Options."
5. This Amendment Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same Agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other parties.
6. This Amendment Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to conflicts
of law principles thereof.
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IN WITNESS WHEREOF, each of Parent, Purchaser and the Company has
caused this Amendment Agreement to be signed by its respective officers
thereunto duly authorized, all as of the date first written above.
AMERICAN SAFETY RAZOR COMPANY
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxxx
Title:
RSA HOLDINGS CORP. OF DELAWARE
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: President
RSA ACQUISITION CORP.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
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