EXHIBIT 4.3B
AMENDMENT NO.1
TO THE
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
AMENDMENT NO.1, dated as of December 31, 2002 (this
"Amendment"), to the Amended and Restated Shareholders Agreement, dated as of
May 12, 2000 (the "Shareholders Agreement"), by and among SOVEREIGN SPECIALITY
CHEMICALS, INC. a Delaware corporation (the "Company"), SSCI INVESTORS LLC, a
Delaware limited liability company (the "Buyer"), and the shareholders listed on
Schedule I to the Shareholders Agreement (the "Employees"). Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Shareholders Agreement.
WHEREAS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") no longer serves as the Company's
Chief Executive Officer;
WHEREAS, pursuant to the Employee Modification Agreement, dated as of
July 24, 2002, by and between the Company and ▇▇▇▇▇▇, the Company agreed to make
certain revisions to the Shareholders Agreement;
WHEREAS, the parties desire to amend the Shareholders Agreement and
related arrangements as provided herein;
NOW, THEREFORE, in consideration of the premises, covenants,
representations, warranties and mutual agreements herein set forth, the parties
hereto agree as follows:
SECTION 1. Amendment.
1.1. Section 3.2(b) of the Shareholders Agreement is hereby
amended and restated as follows:
"(b) Investors LLC hereby covenants to ▇▇▇▇▇▇ (and not to the
other Employee Parties) that: prior to the consummation of the
IPO if and so long as the ▇▇▇▇▇▇ Family Group beneficially
owns at least 5% of the Shares then outstanding on a fully
diluted basis (excluding stock options) then ▇▇▇▇▇▇
(personally and with no right of substitution) shall be
designated to serve on the board of directors of the Company
and the board of directors of any Subsidiary of the Company
(provided that so long as he is employed by the Company he
shall be Chairman of the Board of the Company and Chairman of
the Board of each domestic Subsidiary of the Company) and at
each meeting of shareholders at which the election of
directors is on the agenda, the Company shall recommend to the
shareholders of the Company ▇▇▇▇▇▇'▇ election as director and
the Investors LLC Parties shall vote their Shares in favor of
such election. Notwithstanding the foregoing, at such time
as ▇▇▇▇▇▇ shall no longer be employed by the Company, ▇▇▇▇▇▇
will be removed from the Board of Directors and all boards of
any Subsidiary of the Company and shall no longer have any
rights pursuant to this Section 3.2 if either (X) ▇▇▇▇▇▇ is
Terminated by the Company for Cause or (Y) ▇▇▇▇▇▇ is in
Competition."
1.2. Section 6.4 of the Shareholders Agreement is hereby
amended and restated as follows:
"Section 6.4. Amendment. This Agreement may be amended by the
parties hereto at any time, provided that no amendment shall
be made which by law requires the further approval of
stockholders of the Company without obtaining such further
approval (provided that each Employee Party accepts and agrees
that ▇▇▇▇▇▇ may enter into additional agreements with the
Company and Investors LLC which may modify his rights and
obligations hereunder.) This Agreement may not be amended or
modified except by an instrument in writing signed by or on
behalf of the Company, Investors LLC (or if Investors LLC is
not a shareholder of the Company, Investors LLC Parties
constituting a majority of the Shares held by the Investors
LLC Parties) and Persons representing a majority of the Shares
held by the Employee Parties other than ▇▇▇▇▇▇."
SECTION 2. Effect of Amendment. Except as and to the extent expressly
modified by this Amendment, the Shareholders Agreement shall remain in full
force and effect in all respects.
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
its rules of conflict of laws. Each of the Employee Parties hereby irrevocably
and unconditionally consents to submit to the exclusive jurisdiction of the
courts of the State of Delaware and of the United States of America located in
the State of Delaware for any litigation arising out of or relating to this
Amendment and the transactions contemplated hereby (and agrees not to commence
any litigation relating thereto except in such courts), waives any objection to
the laying of venue of any such litigation in such Delaware courts and agrees
not to plead or claim that such litigation brought in any such Delaware court
has been brought in an inconvenient forum.
SECTION 4. Counterparts. This Amendment may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same instrument. Each counterpart may consist of a number of copies of
this Amendment, each of which may be signed by less than all of the parties
hereto, but together all such copies are signed by all of the parties hereto.
SECTION 5. Headings. Headings of the Sections of this Amendment are for
the convenience of the parties only and shall be given no substantive or
interpretive effect whatsoever.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first written above.
SOVEREIGN SPECIALTY CHEMICALS,
INC.
By:
Name:
Title:
SSCI INVESTORS LLC
By:
Name:
Title:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first written above.
SOVEREIGN SPECIALTY CHEMICALS,
INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VP & Chief Financial Officer
SSCI INVESTORS LLC
By: SSCI Investors LP
By: AEA SSC Investors Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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