1
Exhibit 4
STOCKHOLDER AGREEMENT
AGREEMENT, dated as of October 16, 1997, among BTR plc, an
English public limited company ("Parent"), BTR Acquisition Corporation, a
Delaware corporation and an indirect wholly owned subsidiary of Parent (the
"Purchaser"), and Fiskars OY AB, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx Trust and
Xxxxx X. Xxxx 1990 Trust (each, a "Stockholder").
W I T N E S S E T H :
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent, the Purchaser and Exide Electronics Group, Inc., a Delaware
corporation (the "Company"), have entered into an Agreement and Plan of Merger
(as such agreement may hereafter be amended from time to time, the "Merger
Agreement"), pursuant to which the Purchaser will be merged with and into the
Company (the "Merger");
WHEREAS, in furtherance of the Merger, Parent and the Company
desire that as soon as practicable (and not later than five business days) after
the announcement of the execution of the Merger Agreement, the Purchaser shall
commence a cash tender offer (the "Offer") to purchase at the applicable
Securities Offer Price all outstanding shares of Common Stock and Warrants (each
as defined in Section 1 hereof), including all of the Common Stock and Warrants
beneficially owned by the Stockholder; and
WHEREAS, as an inducement and a condition to entering into the
Merger Agreement, Parent has required that the Stockholder agree, and the
Stockholder has agreed, to enter into this agreement;
NOW, THEREFORE, in consideration of the foregoing and the
mutual representations, warranties, covenants and agreements contained herein,
the parties hereto agree as follows:
1. Definitions. For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect
to any securities shall mean having "beneficial ownership" of such securities
(as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the
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"Exchange Act")), including pursuant to any agreement, arrangement or
understanding, whether or not in writing. Without duplicative counting of the
same securities by the same holder, securities Beneficially Owned by a Person
shall include securities Beneficially Owned by all other Persons with whom such
Person would constitute a "group" within the meaning of Section 13(d)(3) of the
Exchange Act.
(b) "Common Stock" shall mean the Common Stock, par value $.01
per share, of the Company, including the associated Preferred Share Purchase
Rights issued pursuant to the Rights Agreement, dated November 25, 1992 as
amended to date, between the Company and First Union National Bank of North
Carolina, as Rights Agent.
(c) "Person" shall mean an individual, corporation,
partnership, limited liability company, joint venture, association, trust,
unincorporated organization or other entity.
(d) "Preferred Stock" shall mean the Series G Convertible
Preferred Stock, par value $.01 per share, of the Company.
(e) "Warrants" shall mean the warrants to purchase shares of
Common Stock pursuant to the Warrant Agreement, dated March 13, 1996 between the
Company and Firststar Trust Company, formerly named American Bank National
Association, as warrant agent.
(f) Capitalized terms used and not defined herein, and the
term "Acquisition Transaction" have the respective meanings ascribed to them in
the Merger Agreement.
2. Tender of Shares.
(a) In order to induce Parent and the Purchaser to enter into
the Merger Agreement, each Stockholder hereby agrees to validly tender (or cause
the record owner of such shares to validly tender), and not to withdraw,
pursuant to and in accordance with the terms of the Offer, as soon as
practicable after commencement of the Offer pursuant to Section 1.01 of the
Merger Agreement and Rule 14d-2 under the Exchange Act (but subject to Section
2(c)), the number of shares of Common Stock and the number of Warrants, each as
set forth opposite the Stockholder's name on Schedule I hereto (for each such
Stockholders, the "Specified Securities"). The Stockholder hereby acknowledges
and
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agrees that Parent's and the Purchaser's obligation to accept for payment and
pay for the Securities in the Offer, including the Securities Beneficially Owned
by the Stockholder, is subject to the terms and conditions of the Offer.
(b) The Stockholder hereby permits Parent and the Purchaser to
publish and disclose in the Offer Documents and, if approval of the Company's
stockholders is required under applicable law, the Proxy Statement (including
all documents and schedules filed with the Securities and Exchange Commission)
its identity and ownership of the Securities and the nature of its commitments,
arrangements and understandings under this Agreement.
(c) It is understood that some of the shares of Common Stock
listed on Schedule I as Beneficially Owned by Fiskars OY AB ("Fiskars") are
shares issuable upon conversion of 1,000,000 shares of Preferred Stock
Beneficially Owned by Fiskars (representing all of its shares of Preferred
Stock) and in respect of accrued and unpaid dividends thereon. Parent and the
Purchaser agree that Fiskars need not tender any such Common Shares until
Fiskars receives two business days' notice that Parent and the Purchaser will
consummate the Offer within five business days of such notice. Fiskars will, at
or prior to that time, convert all of its Preferred Stock (and accrued and
unpaid dividends thereon) into Common Stock, and tender into the Offer Fiskars'
Specified Securities.
3. Option. In order to induce Parent and the Purchaser to
enter into the Merger Agreement, each Stockholder hereby grants to the Purchaser
an irrevocable option (a "Securities Option") to purchase the Specified
Securities listed on Schedule I (the "Option Securities") at the applicable
Securities Offer Price (the "Purchase Price") which, for purposes of each share
of the Preferred Stock, shall be equal to the Securities Offer Price for one
share of Common Stock multiplied by the number of shares (including fractional
shares) of Common Stock into which such share of Preferred Stock (including
unpaid dividends thereon) is convertible. If (i) the Merger Agreement is
terminated in accordance with Sections 8.01(c), (e)(ii), (f) or (g) thereof or
(ii) the Merger Agreement is terminated in accordance with Section 8.01(b)(ii)
thereof and (x) the Stockholder shall have breached the agreements set forth in
Section 2(a) hereof or (y) at the time of such termination, neither the Minimum
Tender Condition nor the One-Step Conditions shall have been satisfied, the
Securities Option shall, in any
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such case, become exercisable, in whole or in part, upon the first to occur of
any such event and remain exercisable in whole or in part until the date which
is 90 days after the date of the occurrence of such event (the "90 Day Period"),
so long as: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase
of the Securities upon such exercise shall have expired or been waived and (ii)
there shall not be in effect any preliminary injunction or other order issued by
any Governmental Entity prohibiting the exercise of the Securities Option
pursuant to this Agreement; provided that if (i) all HSR Act waiting periods
shall not have expired or been waived or (ii) there shall be in effect any such
injunction or order, in each case on the expiration of the 90 Day Period, the 90
Day Period shall be extended until 5 business days after the later of (A) the
date of expiration or waiver of all HSR Act waiting periods, and (B) the date of
removal or lifting of such injunction or order. In the event that the Purchaser
wishes to exercise the Securities Option, the Purchaser shall deliver a written
notice (the "Notice") to the Stockholder identifying the place and date (not
less than two nor more than 10 business days from the date of the Notice) for
the closing of such purchase.
4. Additional Agreements.
(a) Voting Agreement. At the request of Parent, the
Stockholder shall, at any meeting of the stockholders of the Company, however
called, or in connection with any written consent of the stockholders of the
Company, vote (or cause to be voted) all Specified Securities (other than
Warrants) (i) in favor of the Merger, the execution and delivery by the Company
of the Merger Agreement and the approval of the terms thereof and each of the
other actions contemplated by the Merger Agreement and this Agreement and any
actions required in furtherance thereof and hereof; and (ii) against any
Acquisition Transaction and against any action or agreement that would impede,
frustrate, prevent or nullify this Agreement, or result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement or which would result in any
of the conditions set forth in Annex I to the Merger Agreement or set forth in
Article VII of the Merger Agreement not being fulfilled; provided, however, any
vote pursuant to the proxy granted under clause 4(c) below shall not be a
violation of this clause 4(a).
(b) No Inconsistent Arrangements. The Stockholder
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hereby covenants and agrees that, except as contemplated by this Agreement and
the Merger Agreement, it shall not (i) transfer (which term shall include,
without limitation, any sale, gift, pledge or other disposition), or consent to
any transfer of, any or all of the Securities or any interest therein, (ii)
enter into any contract, option or other agreement or understanding with respect
to any transfer of any or all of the Securities or any interest therein, (iii)
grant any proxy, power-of-attorney or other authorization in or with respect to
the Securities, (iv) deposit the Securities into a voting trust or enter into a
voting agreement or arrangement with respect to the Securities or (v) take any
other action that would in any way restrict, limit or interfere with the
performance of its obligations hereunder or the transactions contemplated hereby
or by the Merger Agreement.
(c) Grant of Irrevocable Proxy; Appointment of Proxy.
(i) The Stockholder hereby irrevocably grants to, and
appoints, Parent and Xxxx Xxxxxxxx and Xxxxx Xxxxxxx, or either of them, in
their respective capacities as officers or directors of Parent, and any
individual who shall hereafter succeed to any such office or directorship of
Parent, and each of them individually, the Stockholder's proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of the Stockholder, to vote the Specified Securities (other than
Warrants), and, in the case of Fiskars to vote the Preferred Stock convertible
into such Specified Securities, or grant a consent or approval in respect of the
Specified Securities, in favor of the various transactions contemplated by the
Merger Agreement (the "Transactions") and against any Acquisition Transaction.
(ii) The Stockholder represents that any proxies heretofore
given in respect of the Stockholder's Option Securities (other than Warrants)
are not irrevocable, and that any such proxies are hereby revoked.
(iii) The Stockholder understands and acknowledges that Parent
is entering into the Merger Agreement in reliance upon the Stockholder's
execution and delivery of this Agreement. The Stockholder hereby affirms that
the irrevocable proxy set forth in this Section 4(c) is given in connection with
the execution of the Merger Agreement, and that such irrevocable proxy is given
to secure the performance of the duties of the Stockholder under this Agreement.
The Stockholder hereby further affirms that the irrevocable proxy is coupled
with an interest
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and may under no circumstances be revoked. The Stockholder hereby ratifies and
confirms all that such irrevocable proxy may lawfully do or cause to be done by
virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable
in accordance with the provisions of Section 212(e) of the Delaware General
Corporation Law.
(d) No Solicitation. The Stockholder hereby agrees, solely in
its capacity as a stockholder of the Company, that neither the Stockholder nor
any controlled affiliates, representatives or agents of it shall (and, if the
Stockholder is a corporation, partnership, trust or other entity, the
Stockholder shall cause its officers, directors, partners, and employees,
representatives and agents, including, but not limited to, investment bankers,
attorneys and accountants, not to), directly or indirectly, encourage, solicit,
participate in or initiate discussions or negotiations with, or provide any
information to, any corporation, partnership, person or other entity or group
(other than Parent, any of its affiliates or representatives) concerning any
Acquisition Transaction. The Stockholder will immediately cease any existing
activities, discussions or negotiations with any parties conducted heretofore
with respect to any Acquisition Transaction. Any action taken by the Company or
any officer or member of the Board of Directors of the Company in accordance
with Section 6.08 of the Merger Agreement shall be deemed not to violate this
Section 4(d).
(e) Best Efforts. Subject to the terms and conditions of this
Agreement, each of the parties hereto agrees to use all reasonable best efforts
to take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement
and the Merger Agreement. Each party shall promptly consult with the other and
provide any necessary information and material with respect to all filings made
by such party with any Governmental Entity in connection with this Agreement and
the Merger Agreement and the transactions contemplated hereby and thereby.
(f) Waiver of Appraisal Rights. Each Stockholder hereby waives
any rights of appraisal or rights to dissent from the Merger that it may have.
5. Representations and Warranties of the Stockholder. Each
Stockholder hereby represents and warrants to Parent and
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the Purchaser as follows:
(a) Ownership of Securities. Such Stockholder is the record
and Beneficial Owner of the Specified Securities, as set forth on Schedule I,
except Parent and the Purchaser acknowledge that some of the shares of Common
Stock that are Fiskars' Specified Securities are issuable upon conversion of
Fiskars' shares of Preferred Stock (and accrued and unpaid dividends thereon).
Such Stockholder has sole voting power and sole power to issue instructions with
respect to the matters set forth in Sections 2, 3 and 4 hereof, sole power of
disposition, sole power to demand appraisal rights and sole power to agree to
all of the matters set forth in this Agreement, in each case with respect to all
of the Existing Securities with no limitations, qualifications or restrictions
on such rights, subject to applicable securities laws and the terms of this
Agreement and the Management Notes of which Parent is aware.
(b) Power; Binding Agreement. Such Stockholder has the power
and authority to enter into and perform all of the Stockholder's obligations
under this Agreement. The execution, delivery and performance of this Agreement
by such Stockholder will not violate any other agreement to which such
Stockholder is a party including, without limitations, any voting agreement,
proxy arrangement, pledge agreement, shareholders agreement or voting trust.
This Agreement has been duly and validly executed and delivered by such
Stockholder and constitutes a valid and binding agreement of such Stockholder,
enforceable against such Stockholder in accordance with its terms. There is no
beneficiary or holder of a voting trust certificate or other interest of any
trust of which such Stockholder is a trustee, or any party to any other
agreement or arrangement, whose consent is required for the execution and
delivery of this Agreement or the consummation by such Stockholder of the
transactions contemplated hereby.
(c) No Conflicts. Except for filings under the HSR Act and the
Exchange Act (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity for the execution and delivery of this
Agreement by such Stock holder, the consummation by such Stockholder of the
transactions contemplated hereby and the compliance by such Stockholder with the
provisions hereof and (ii) none of the execution and delivery of this Agreement
by such Stockholder, the consummation by such Stockholder of the transactions
contemplated hereby or compliance by such Stockholder with any of the provisions
hereof shall (A)
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conflict with or result in any breach of any organizational documents applicable
to such Stockholder, (B) result in a violation or breach of, or constitute (with
or without notice or lapse of time or both) a default (or give rise to any third
party right of termination, cancellation, modification or acceleration) under
any of the terms, conditions or provisions of any note, loan agreement, bond,
mortgage, indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind to which such
Stockholder is a party or by which the Stockholder or any of its properties or
assets may be bound, or (C) violate any order, writ, injunction, decree,
judgment, order, statute, rule or regulation applicable to the Stockholder or
any of its properties or assets.
(d) No Liens. Except as permitted by this Agreement, the
Specified Securities and the certificates representing such Securities are now,
and at all times during the term hereof will be, held by the Stockholder, or by
a nominee or custodian or other agent for the benefit of the Stockholder, free
and clear of all Liens, proxies, voting trusts or agreements, understandings or
arrangements or any other rights whatsoever, except for any such Liens or
proxies arising hereunder.
(e) No Finder's Fees. No broker, investment banker, financial
advisor or other person is entitled to any broker's, finder's, financial
adviser's or other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of such
Stockholder.
(f) Reliance by Parent. Such Stockholder understands and
acknowledges that Parent is entering into, and causing the Purchaser to enter
into, the Merger Agreement in reliance upon the Stockholder's execution and
delivery of this Agreement.
(g) Parent and the Purchaser acknowledge that certain
Stockholders may hold their Securities in margin accounts, and that certain
Stockholders are parties to Management Notes with the Company, and agree that
neither such state of facts violates any of the representations of such
Stockholder set forth herein, except that such certain Stockholders will remove,
without cost to Parent or the Purchaser, such Securities from any margin account
and discharge the Management Notes to the extent necessary to comply, on a
timely basis, with Section 2, 3 and 4 hereof.
6. Representations and Warranties of Parent and the
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Purchaser. Each of Parent and the Purchaser hereby represents
and warrants to the Stockholder as follows:
(a) Power; Binding Agreement. Parent and the Purchaser each
has the corporate power and authority to enter into and perform all of its
obligations under this Agreement. The execution, delivery and performance of
this Agreement by each of Parent and the Purchaser will not violate any other
agreement to which either of them is a party. This Agreement has been duly and
validly executed and delivered by each of Parent and the Purchaser and
constitutes a valid and binding agreement of each of Parent and the Purchaser,
enforceable against each of Parent and the Purchaser in accordance with its
terms.
(b) No Conflicts. Except for filings under the HSR Act and the
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
Agreement by each of Parent and the Purchaser, the consummation by each of
Parent and the Purchaser of the transactions contemplated hereby and the
compliance by Parent and the Purchaser with the provisions hereof and (ii) none
of the execution and delivery of this Agreement by each of Parent and the
Purchaser, the consummation by each of Parent and the Purchaser of the
transactions contemplated hereby or compliance by each of Parent and the
Purchaser with any of the provisions hereof shall (A) conflict with or result in
any breach of any organizational documents applicable to either of Parent or the
Purchaser, (B) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any third
party right of termination, cancellation, modification or acceleration) under
any of the terms, conditions or provisions of any note, loan agreement, bond,
mortgage, indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind to which either of
Parent or the Purchaser is a party or by which either of Parent or the Purchaser
or any of their properties or assets may be bound, or (C) violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to either of Parent or the Purchaser or any of their properties or
assets.
7. Further Assurances. From time to time, at the other party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further lawful action as may
be necessary or desirable to consummate and make effective, in the most
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expeditious manner practicable, the transactions contemplated by this Agreement.
8. Stop Transfer. The Stockholder shall not request that the
Company register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Securities, unless such transfer
is made in compliance with this Agreement. In the event of a stock dividend or
distribution, or any change in the Common Stock or Preferred Stock by reason of
any stock dividend, split-up, recapitalization, combination, exchange of shares
or the like, the term "Securities" shall refer to and include the Securities as
well as all such stock dividends and distributions and any shares into which or
for which any and all of the Securities may be changed or exchanged.
9. Termination. The covenants, agreements and proxy contained
herein with respect to the Securities shall terminate upon the earlier of (a)
the Effective time, (b) the first anniversary of the date hereof or (c) the
termination of the Merger Agreement pursuant to Sections 8.01(a), (b)(i) or
(iii), (d) or (e)(i) thereof.
10. Miscellaneous.
(a) Entire Agreement. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
(b) Binding Agreement. This Agreement and the obligations
hereunder shall attach to the Securities and shall be binding upon any person or
entity to which legal or beneficial ownership of the Securities shall pass,
whether by operation of law or otherwise, including, without limitation, the
Stockholder's administrators or successors. Notwithstanding any transfer of
Securities, the transferor shall remain liable for the performance of all
obligations of the transferor under this Agreement
(c) Assignment. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the relevant
Stockholder or Parent and the Purchaser, as the case maybe, provided that Parent
or the Purchaser may assign, in its sole discretion, its rights and obligations
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hereunder to any direct or indirect wholly owned subsidiary of Parent, but no
such assignment shall relieve Parent or the Purchaser of its obligations
hereunder if such assignee does not perform such obligations.
(d) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by the
parties hereto.
(e) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given by hand delivery
or telecopy (with a confirmation copy sent for next day delivery via courier
service, such as Federal Express), or by any courier service, such as Federal
Express, providing proof of delivery. All communications hereunder shall be
delivered to the respective parties at the following addresses:
If to any
Stockholder at the address set forth on Schedule II, with
copies as set forth on such Schedule II.
If to Parent
or the Purchaser:
BTR plc
XXX Xxxxx
Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxx XX0X 0XX
Attention: Xxxxx X. Xxxxxxx,
General Counsel
Telephone No.:
Telecopy No.: 011-44-171-821-3805
011-44-171-821-3806
Copies to: BTR Incorporated
Stamford Harbor Park
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. XxXxxxxx
Vice President, General
Counsel & Secretary
Telephone No.: (000) 000-0000
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Telecopy No.: (000) 000-0000
Xxxxxx Xxxxxx & Xxxxxxx
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: W. Xxxxxx Xxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) Severability. Whenever possible, each provision or portion
of any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(g) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Agreement will cause the other party to sustain damages for
which it would not have an adequate remedy at law for money damages, and
therefore in the event of any such breach the aggrieved party shall be entitled
to the remedy of specific performance of such covenants and agreements and
injunctive and other equitable relief in addition to any other remedy to which
it may be entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
(i) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or
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to insist upon compliance by any other party hereto with its obligations
hereunder, and any custom or practice of the parties at variance with the terms
hereof, shall not constitute a waiver by such party of its right to exercise any
such or other right, power or remedy or to demand such compliance.
(j) No Third Party Beneficiaries. This Agreement is not
intended to be for the benefit of, and shall not be enforceable by, any person
or entity who or which is not a party hereto.
(k) Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
(l) Waiver of Jury Trial. Each party hereto hereby waives any
right to a trial by jury in connection with any action, suit or proceeding
brought in connection with this Agreement.
(m) Descriptive Headings. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
(n) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, Parent, the Purchaser and the Stockholders
have caused this Agreement to be duly executed as of the day and year first
above written.
Xxxxx X. Xxxxxx BTR plc
By: ____________________
_______________________ Name: _________________
Title: _________________
Xxxxxx X. Xxxxxxxx Trust BTR ACQUISITION CORPORATION
By: ____________________
By: ___________________ Name: _________________
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Title: Title:
-----------------
Xxxxx X. Xxxx 1990 Trust FISKARS OY AB
By:
--------------------
By: Name:
------------------- ------------------
Title: Title:
----------------- ------------------
With respect to the Stockholder Agreement, dated March 13,
1996, between the Company and Fiskars, (the "Stockholder Agreement"), the
Company hereby exempts this Agreement and Fiskars from the terms of the
Stockholder Agreement, including, without limitation, Sections 1.2, 1.3, 3.2,
3.3, and 3.4, to the extent necessary so that the Stockholder can fully perform
its obligations to Parent and the Purchaser under this Agreement.
The Company also acknowledges that the entry into this
Agreement and performance by a Stockholder of its obligations hereunder does not
violate the terms of any Management Notes.
EXIDE ELECTRONICS GROUP, INC.
By:
-------------------------
Name:
Title:
Schedule I
Common
Common Issu- Issuable Upon
able Upon Conversion of
Conversion of Unpaid
Shareholder Common Preferred Dividends Total
---------- ------ --------- --------- -----
Xxxxx X. Xxxxxx 239,068 239,068
Xxxxxx X. Xxxxxxxx 229,069 229,069
Trust
Xxxxx X. Xxxx 1990 124,282 124,282
Trust
Fiskars OY AB 613,947 1,000,000 66,667 1,680,614
-----------
2,273,033
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Schedule II
Notice Copy to:
------ --------
Xxxxx X. Xxxxxx Xxxxxxxx Xxxxxxxx
0000 Xxxxxxxx Xxxxx Exide Electronics Group, Inc.
Xxxxxxx, XX 00000 0000 Xxx Xxxxx Xxxx
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx Trust Xxxxxxxx Xxxxxxxx
c/o Cymric Exide Electronics Group, Inc.
0000 Xxx Xxxxx Xxxx
Xxxxx Xxxx, XX Xxxxxxx, XX 00000
Xxxxx X. Xxxx 1990 Trust Xxxxxxxx Xxxxxxxx
c/o Xxxxx X. Xxxx Exide Electronics Group, Inc.
0000 Xxxxx Xxxxxxxxx Xxxxxx 0000 Xxx Xxxxx Xxxx
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Fiskars OY AB Xxxxx X. Xxxx
XXX 000 Xxxxx & Xxxxxxx
XXX-00000 Xxxxxxxx 000 X. Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxxxx, XX 00000
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