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SECOND AMENDMENT TO
STOCKHOLDERS AGREEMENT
AMENDMENT, dated May 31, 2000 (this "Second Amendment Agreement"),
among Outboard Marine Corporation, a Delaware corporation (the "Company"),
Quantum Industrial Partners LDC, a Cayman Islands limited duration company
("QIP"), Greenlake Holdings II LLC, a Delaware limited liability company
("Greenlake II") and Greenlake Holdings III LLC, a Delaware limited liability
company ("Greenlake III"), to that certain STOCKHOLDERS AGREEMENT, dated January
28, 2000, as amended by an Amendment dated May 2, 2000 (the "Existing
Agreement"), among the Company, QIP, Greenlake II and Greenlake III. Unless
otherwise set forth in this Second Amendment Agreement, capitalized terms have
the respective meanings assigned to them in the Existing Agreement.
WHEREAS, the parties entered into the Existing Agreement in connection
with (i) the acquisition by QIP and Greenlake II on January 28, 2000 of an
aggregate of 650,000 shares of the Company's Series A Convertible Preferred
Stock, par value $.01 per share (the "Series A Preferred Stock"), and warrants
(the "January 28 Warrants") to purchase an aggregate of 5,750,000 shares of the
Company's Common Stock, and (ii) the acquisition by QIP and Greenlake III on May
2, 2000 of $15,000,000 aggregate principal amount of the Company's Subordinated
Notes due June 1, 2000 (the "Subordinated Notes"), which Subordinated Notes are
convertible, under certain circumstances, into shares of the Company's Series B
Convertible Preferred Stock, par value $.01 per share (the "Series B Preferred
Stock"), and warrants (the "May 2 Warrants" and together with the January 28
Warrants, the "Existing Warrants") to purchase an aggregate of 330,000 shares of
the Company's Common Stock, in order to restrict the transfer of such securities
and to provide for, among other things, first offer, tag-along and preemptive
rights and certain other rights under certain conditions; and
WHEREAS, the Company proposes to issue and sell to QIP and Greenlake
III or their affiliates an aggregate of 200,000 shares of the Company's Series C
Convertible Preferred Stock, par value $.01 per share (the "Series C Preferred
Stock"), and warrants (the "New Warrants") to purchase an aggregate of 846,154
shares of the Company's Common Stock pursuant to the terms of a Preferred Stock
and Warrant Purchase Agreement, dated the date hereof (the "Preferred Stock
Purchase Agreement"), among the Company, QIP and Greenlake III; and
WHEREAS, the Existing Agreement provides that the Existing Agreement
may amended by an amendment in writing signed by the Company and the
Stockholders holding 75% of the voting power of the Shares held by Stockholders;
and
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WHEREAS, QIP and Greenlake II and Greenlake III hold, in the
aggregate, in excess of 75% of the voting power of the Shares held by
Stockholders; and
WHEREAS, the parties wish to amend the Existing Agreement in order to
(i) exempt the transactions contemplated by the Preferred Stock Purchase
Agreement from the preemptive rights provisions of the Existing Agreement, and
(ii) restrict the transfer of the securities to be issued pursuant to the
Preferred Stock Purchase Agreement;
NOW, THEREFORE, the Company, QIP, Greenlake II and Greenlake III
hereby agree to amend the Existing Agreement as follows:
1. Amendments to Section 1 of the Existing Agreement (Definitions).
(a) Section 1 of the Existing Agreement is hereby amended to delete
the definitions contained therein of the terms "Existing Agreement," "Existing
Warrants," "New Warrants," "Preferred Stock" and "Warrants" in their entirety
and to add the following additional definitions:
"Existing Agreement" is defined in the preamble to the Second
Amendment Agreement.
"Existing Warrants" is defined in the first recital of the Second
Amendment Agreement.
"New Warrants" is defined in the second recital of the Second
Amendment Agreement.
"Second Amendment Agreement" means the Amendment, dated May 31,
2000, among the Company, QIP, Greenlake II and Greenlake III, to this
Agreement.
"Series C Preferred Stock" is defined in the second recital of
the Second Amendment Agreement.
"Preferred Stock" means the shares of the Company's Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.
"Preferred Stock Purchase Agreement" is defined in the second
recital of the Second Amendment Agreement.
"Warrants" means the Existing Warrants and the New Warrants.
2. Amendment of Section 4.5 of the Existing Agreement (Future
Issuance of Shares; Preemptive Rights). Section 4.5 of the Existing Agreement
is hereby amended and restated in its entirety to read as follows:
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4.5 Exempt Transactions. Anything in Sections 4.1 through 4.4 to
the contrary notwithstanding, the Company may consummate the transactions
contemplated by (i) the Subordinated Notes Purchase Agreement, including,
without limitation, the issuance of the Subordinated Notes and the May 2
Warrants, and (ii) the Preferred Stock Purchase Agreement, including
without limitation the issuance of the shares of Series C Preferred Stock
and the New Warrants, without complying with the provisions of said
Sections 4.1 through 4.4, and the holders of the securities issued pursuant
to the Subordinated Notes Purchase Agreement and the Preferred Stock
Purchase Agreement, as well as any securities into which such securities
may be converted or for which such securities may be exercised, shall enjoy
all rights of ownership thereof notwithstanding the fact that the Company
has not complied with the provisions of Section 4.1 through 4.4 hereof in
connection with the initial issuance thereof.
3. Amendment to Section 5.1 of the Existing Agreement (After-Acquired
Securities). Section 5.1 of the Existing Agreement is hereby amended and
restated in its entirety to read as follows:
5.1 After-Acquired Securities. All of the provisions of this
Agreement shall apply to all of the Shares and Common Stock Equivalents
issued pursuant to the Stock Purchase Agreement, the Subordinated Notes
Purchase Agreement (including, without limitation, shares of Series B
Preferred Stock issued upon conversion of the Subordinated Notes) and the
Preferred Stock Purchase Agreement.
4. Miscellaneous.
4.1 Headings. The headings in this Second Amendment Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.
4.2 GOVERNING LAW. THIS SECOND AMENDMENT AGREEMENT SHALL BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION.
4.3 Continuation of Existing Agreement. Any reference in the
Existing Agreement to "this Agreement" of "hereof" or using words of similar
meaning, shall be deemed to refer to the Existing Agreement as amended by this
Second Amendment Agreement. Except as specifically amended hereby, the Existing
Agreement shall continue in full force and effect in accordance with its terms.
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IN WITNESS WHEREOF, the undersigned have executed, or have caused to
be executed, this Second Amendment Agreement on the date first written above.
OUTBOARD MARINE CORPORATION
By: /s/ James B. Pekarek
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Name: James B. Pekarek
Title: Vice President and Controller
QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Michael C. Neus
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Name: Michael C. Neus
Title: Attorney in Fact
GREENLAKE HOLDINGS II LLC
By: /s/ Gary K. Duberstein
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Name: Gary K. Duberstein
Title: Vice President
GREENLAKE HOLDINGS III LLC
By: /s/ Gary K. Duberstein
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Name: Gary K. Duberstein
Title: Vice President
