EXHIBIT 4.13
FORM OF SUPPLEMENTAL STOCKHOLDERS' AGREEMENT
The below agreement was executed by each of the following individuals as
Management Investors:
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Trustee
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January 30, 2004
Management Investor
c/o ERICO Global Company
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Dear Management Investor:
This letter (the "SUPPLEMENTAL STOCKHOLDERS AGREEMENT") is intended to
confirm the mutual agreement between the undersigned Management Investor and
ERICO Global Company (the "COMPANY") with respect to the shares of Class A
Common Stock, par value $0.01 per share, of the Company (the "CLASS A COMMON
STOCK") that were issued to such Management Investor pursuant to the Offering
(as defined in the Information Memorandum of the Company, which was distributed
to such Management Investor on or about January 30, 2004 (the "INFORMATION
MEMORANDUM")).
The undersigned Management Investor acknowledges that he or she (i) has
received, as an exhibit to the Information Memorandum, a copy of the Securities
Exchange, Purchase and Holders Agreement, dated as of July 31, 2002, as amended
(the "STOCKHOLDERS AGREEMENT"), and (ii) has reviewed the rights, restrictions
and obligations contained therein to his or her satisfaction and has been
provided an opportunity to ask and have answered questions. Notwithstanding
Section 8.3 of the Stockholders Agreement (entitled Successors and Assigns;
Entire Agreement), the undersigned Management Investor agrees that the contents
of this Supplemental Stockholders Agreement are intended to amend the
Stockholders Agreement with respect to certain restrictions that are placed on
the shares of Class A Common Stock.
The undersigned Management Investor hereby agrees that (i) the shares
of Class A Common Stock issued by the Company, and purchased by such Management
Investor, in connection with the Offering are subject to the Company's Purchase
Option (as defined in Section 6.3 of the Stockholders Agreement) from December
31, 2003 until December 31, 2008, (ii) the Company shall be permitted to
exercise its Purchase Option until such time in accordance with Section 6.3 of
the Stockholders Agreement, and (iii) solely with respect to the Class A Common
Stock purchased pursuant to the Offering, the term "Closing Date" as defined and
used in the Stockholders Agreement shall mean December 31, 2003.
January 30, 2004
Page 2
Please confirm your agreement with the foregoing by signing and
returning an originally executed copy of this Supplemental Stockholders
Agreement to the Company.
Very truly yours,
ERICO GLOBAL COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇*
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: General Counsel and Secretary
Acknowledged and agreed to as of this ___ day of _________, 2004.
MANAGEMENT INVESTOR
_________________________________
Printed Name: ___________________
* The Agreement that ▇▇▇▇▇ ▇. ▇▇▇▇▇ signed as a Management Investor was signed
on behalf of ERICO Global Company by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, its Chief Financial
Officer.
