AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
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EXHIBIT 10.3
EXECUTION COPY
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
AMENDMENT NO. 1, dated as of April 29, 2003 (this "Amendment"), by and among Riverwood Holding, Inc., a Delaware corporation (the "Company"), the persons listed on Schedule I hereto (each, a "Family Stockholder" and, collectively, the "Family Stockholders"), Xxxxxxx, Dubilier & Rice Fund V Limited Partnership (the "CDR Fund") and EXOR Group S.A. ("Exor"), to the Stockholders Agreement, dated as of March 25, 2003 (the "Original Agreement"), by and among the Company, the Family Stockholders, the CDR Fund and Exor. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Original Agreement, and all references to Articles and Sections herein are references to Articles and Sections of the Original Agreement.
The parties hereby agree as follows:
1. Amendment to Section 2.5. Section 2.5 is hereby amended by adding the following subsection:
"(d) The CDR Fund shall have the right to designate B. Xxxxxxx Xxxx as an emeritus director of the Company ("Xx. Xxxx") and in such capacity Xx. Xxxx shall have the right to attend meetings of the Board and to receive copies of all written materials provided to the Board; provided that Xx. Xxxx' position as emeritus director shall terminate at such time as (i) the CDR Fund holds less than 5% of the Fully Diluted shares of Common Stock and (ii) the Former Riverwood Stockholders (including the CDR Fund) hold in the aggregate less than 30% of the Fully Diluted shares of Common Stock; and provided further, that the Board may from time to time meet without the presence of any non-management observers including Xx. Xxxx should the Board so decide. Xx. Xxxx shall not have any right to vote on any matter presented to the Board nor shall he have any rights, duties, obligations or liability to the Company arising out of acting as an emeritus director and observer other than as provided in this Section 2.5(d) and for breach of the CDR Fund's agreement to keep non-public information about the Company it receives confidential."
2. Amendment to Article V. Article V is hereby amended by adding the following:
"Xx. Xxxx" has the meaning given in Section 2.5(d)."
3. Confirmation of Original Agreement. Except as expressly modified by this Amendment, all provisions of the Original Agreement remain unmodified and in full force and effect. This Amendment will be governed by all of the Miscellaneous provisions of Article VI.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment by their authorized representatives as of the date first above written.
| RIVERWOOD HOLDING, INC. | |||||||||
By: |
/s/ XXXXXXX X. XXXXXXXX |
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Name: Xxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer |
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XXXXXXX, DUBILIER & RICE FUND V LIMITED PARTNERSHIP |
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By: |
CD&R Associates V Limited Partnership, its general partner |
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By: |
CD&R Investment Associates II, Inc., its managing general partner |
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By: |
/s/ XXXXX X. XXXXXX |
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Name: Xxxxx X. Xxxxxx Title: Vice President and Secretary |
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EXOR GROUP S.A. |
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By: |
/s/ XXXXX X. XXXXXXXXXX |
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Name: Xxxxx X. Xxxxxxxxxx Title: Attorney-in-Fact |
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THE FAMILY STOCKHOLDERS LISTED ON SCHEDULE I HERETO |
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By: |
Xxxxxxx X. Xxxxx, as Family Representative |
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/s/ XXXXXXX X. XXXXX |
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Name: Xxxxxxx X. Xxxxx Title: Attorney-in-Fact |
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Schedule I
Family Stockholders
| 1. | Xxxxxx Xxxxx, Xx. Trust dated September 12, 1969 | |
2. |
Augusta Coors Collbran Trust dated July 5, 1946 |
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3. |
Xxxxxx Xxxxx Xxxxxx Trust dated July 5, 1946 |
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4. |
Xxxxxx X. Coors Trust dated August 7, 1952 |
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5. |
Xxxxxx X. Xxxxx Trust dated July 5, 1946 |
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6. |
Xxxxx X. Xxxxx Irrevocable Trust FBO Xxxxxxx X. Xxxxx dated July 27, 1976 |
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7. |
Xxxxx X. Xxxxx Irrevocable Trust FBO Xxxxx X. Xxxxxx dated July 27, 1976 |
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8. |
Xxxxx X. Xxxxx Irrevocable Trust FBO Xxxxxx X. Xxxxxx dated July 27, 1976 |
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9. |
Xxxxxx Xxxxx Trust dated December 14, 1988 |
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10. |
Xxxxxx Xxxxx Xxxxxx Trust dated July 5, 1946 |
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11. |
May Xxxxxxx Coors Trust dated September 24, 1965 |
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12. |
Darden K. Coors |
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13. |
Xxxxxxx X. Xxxxx |
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14. |
Xxxx X. Xxxxx |
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15. |
Xxxxxx Xxxxx, Xx. |
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16. |
Xxxxx X. Xxxxx |
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17. |
Xxxxxxx X. Xxxxx |
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18. |
Xxxxxx Xxxxx Foundation |
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
