Exhibit 4.13
AMENDMENT NO. 3 TO SHAREHOLDERS AGREEMENT
AMENDMENT NO. 3, dated as of January 1, 2001, 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, as amended by amendment agreements dated as of August 1,
1997 and January 8, 1997 (the "Shareholders Agreement"). Capitalized terms used
herein and not otherwise defined shall have meanings ascribed to such terms in
the Shareholders Agreement.
WHEREAS, pursuant to Section 4.2 of the Shareholders Agreement, the
Shareholders Agreement may be amended by a written instrument duly executed by a
majority in interest of the Shareholders and, if the Xxx Group Shareholders, the
Management Shareholders or the Non-Management Shareholders are adversely
affected by such amendment, by a majority in interest of each such adversely
affected group; and
WHEREAS, the signatories hereto represent a majority in interest of the
Stockholders and a majority in interest of each of the Xxx Group Shareholders
and the Management Shareholders.
NOW THEREFORE, in consideration of the foregoing, the Shareholders
Agreement is hereby amended as follows:
1. The Article I definition of "Shares" shall be amended to read
as follows:
SHARES. "Shares" shall mean with respect to any Shareholder
(a) all shares of Common Stock held by Shareholders prior to
the close of trading on the New York Stock Exchange on
November 20, 1997, (b) all shares of Common Stock acquired in
one or more Permitted Transfers, (c) securities of the Company
issued in exchange for, upon reclassification of, or as a
distribution in respect of, the Common Stock referred to in
subs. (a) and (b) above, and (d) shares of Common Stock
subject to options pursuant to the Rayovac Corporation 1996
Stock Option Plan.
This Amendment No. 3 may be signed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
AMENDMENT NO. 3 TO SHAREHOLDERS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 to
the Shareholders Agreement as of the date first written above.
RAYOVAC CORPORATION
By:
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Xxxxx X. Xxxxx
Chief Executive Officer
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AMENDMENT NO. 3 TO SHAREHOLDERS AGREEMENT
XXX GROUP SHAREHOLDERS:
XXXXXX X. XXX EQUITY FUND III, L.P.
By: THL Equity Advisors III Limited
Partnership, as General Partner
By: THL Equity Trust III,
as General Partner
By:________________________________
Name: _________________________
Title: _________________________
XXXXXX X. XXX FOREIGN FUND III, L.P.
By: THL Equity Advisors III Limited
Partnership, as General Partner
By: THL Equity Trust III,
as General Partner
By: _______________________________
Name: ________________________
Title: ________________________
THL-CCI LIMITED PARTNERSHIP
By: THL Investment Management Corp.,
as General Partner
By: _______________________________
Name: ________________________
Title: ________________________
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AMENDMENT NO. 3 TO SHAREHOLDERS AGREEMENT
MANAGEMENT SHAREHOLDERS:
---------------------------- ---------------------------
Xxxxx X. Xxxxx Xxxx X. Xxxxxxxx
---------------------------- ---------------------------
Xxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
---------------------------- ---------------------------
Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxx
---------------------------- ---------------------------
Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
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