EXHIBIT 10.1
FIRST AMENDMENT TO
STOCKHOLDERS AGREEMENT BY AND AMONG
GENERAL XXXXX, INC., GRAMET HOLDINGS CORP. AND DIAGEO PLC
(the "FIRST AMENDMENT")
Pursuant to Section 8.3 of the Stockholders Agreement by and among
General Xxxxx, Inc., Gramet Holdings Corp. and Diageo plc, dated as of October
31, 2001 (the "Stockholders Agreement") and for good and valuable consideration:
1. The Stockholders Agreement is hereby amended to add new
Section 8.13 as follows:
Section 8.13. Call Option Agreement. None of (1) the negotiation and
entry into the Call Option Agreements or (2) any transaction contemplated
thereunder shall constitute a breach of this Agreement. If General Xxxxx
purchases Common Stock pursuant to the Call Option Agreements prior to September
22, 2005 (such Common Stock, the "Purchased Option Stock"), the Shareholder
Group may at any time and from time to time prior to September 22, 2005, elect
in its discretion to have the Purchased Option Stock included in or not included
in its holdings of Common Stock for purposes of Section 4.2 and Article V.
2. The Stockholders Agreement is hereby amended to restate
Section 3.6 as follows:
Section 3.6. By-Up Right. Notwithstanding anything to the contrary
contained in Section 3.1, in the event that the Company proposes to issue shares
of Common Stock such that upon issuance thereof the Shareholder Group's
ownership of Common Stock would be diluted below 20% of the outstanding shares
of Common Stock, the Shareholder Group shall be permitted to purchase from third
parties, in private transactions or transactions effected on the NYSE, up to an
aggregate, for all such purposes, of the sum of (a) 1% of the number of
outstanding shares of Common Stock and (b) the number of shares of Common Stock
purchased by the Company prior to September 29, 2005 pursuant to the "First Call
Option" granted pursuant to the Call Option Agreement, dated October 23, 2002,
by and between Diageo Midwest B.V. and the Company (together with the Call
Option Agreement, dated October 28, 2002, the "Call Option Agreements").
IN WITNESS HEREOF, the parties have caused this First Amendment to be
duly executed by their respective authorized officers as of October 28, 2002.
GENERAL XXXXX, INC.
By:
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Name:
Title:
DIAGEO plc
By:
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Name:
Title:
GRAMET HOLDINGS CORP.
By:
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Name:
Title:
