EXHIBIT 10.42
AMENDMENT TO STOCKHOLDERS AGREEMENT
This Amendment (this "Amendment") to Stockholders Agreement is
made and entered into as of this 14th day of February, 1997, by and among R.
▇▇▇▇▇▇ Silver ("Silver"), D. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Leveraged Equity Fund II, L.P. ("MS Equity"), Bankers Trust New York Corporation
("BTNY"), and Silgan Holdings Inc. (the "Company").
W I T E S S E T H:
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WHEREAS, Silver, ▇▇▇▇▇▇▇▇, MS Equity, BTNY and the Company are
parties to the Stockholders Agreement dated as of December 21, 1993 (the
"Stockholders Agreement"); and
WHEREAS, First Plaza Group Trust, who was a party to the
Stockholders Agreement, no longer holds any shares of capital stock of the
Company and therefore is no longer a party to, and is not subject to the terms
and provisions of, the Stockholders Agreement; and
WHEREAS, Silver, ▇▇▇▇▇▇▇▇, MS Equity, BTNY, and the Company to
desire to amend the Stockholders Agreement as provided in this Amendment.
NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows.
1. Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Stockholders Agreement.
2. Article II of the Stockholders Agreement is hereby amended
by adding the following new section immediately following Section 2.11 of the
Stockholders Agreement:
"2.12 Rights of Partners of MS Equity. Upon a MSLEF
Distribution, all of the partners of MS Equity, together and not individually
(collectively, the "MS Selling Stockholder"), shall be entitled to exercise any
remaining rights, if any, of MS Equity under this Article II with respect to
Demand Registrations. In furtherance thereof, the MS Selling Stockholder shall
be deemed to be a "Selling Stockholder" under the provisions of Article II of
the Stockholders Agreement in connection with the exercise any of such remaining
rights, may exercise any such remaining rights only in accordance with the terms
of this Article II, and shall be subject to all obligations of MS Equity
provided for in this Article II relating to the exercise of any such remaining
rights. Any request for a Demand Registration by the MS Selling Stockholder
under this Article II shall be made only by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group Inc. ("▇▇▇▇▇▇
▇▇▇▇▇▇▇") on behalf of the MS Selling Stockholders and may only be made if
shares of Common Stock of the Company owned by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are included in
such Demand Registration. Additionally, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and only ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
and no other partner of MS Equity, shall have the power and authority to
exercise all rights, deliver all notices and requests, make all decisions and do
all other things required or permitted to be exercised, delivered, made or done
by or on behalf of the MS Selling Stockholder. Upon and after a MSLEF
Distribution, the obligation
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of the Company to provide MS Equity with any notices, documents or information
as provided in this Article II shall be satisfied if the Company provides such
documents and information to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. If the MS Selling Stockholder is
required to execute and deliver an underwriting agreement or any other
agreements or documents pursuant to this Article II, then each partner of MS
Equity participating in the applicable registration shall be required to execute
and deliver such underwriting agreement and any such other agreements and
documents."
3. Section 3.3 of the Stockholders Agreement is hereby amended
by adding the following new paragraph (c) immediately following paragraph (b)
thereof:
"(c) Notwithstanding anything else in this Agreement,
each of Silver and ▇▇▇▇▇▇▇▇ may pledge his shares of Common Stock to a
lender or lenders reasonably acceptable to the Company to secure a loan
or loans to him. In the event of any proposed foreclosure of such
pledge, such shares will be subject to the right of first refusal of
the Section 3.4(c) Offerees (as defined below) as provided in Section
3.4(c)."
4. This Amendment amends the Stockholders Agreement only to
the extent specifically provided herein, and does not constitute an amendment or
modification of any other provision of the Stockholders Agreement.
5. Each of the parties to this Amendment represents and
warrants that this Amendment has been duly authorized, executed and delivered by
such party and constitutes the legal,
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valid and binding obligation of such party, enforceable against it in accordance
with its terms.
6. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, and
all of which, taken together, shall constitute one and the same agreement. This
Amendment shall become effective as of the date hereof.
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the date first written above.
/s/ R. ▇▇▇▇▇▇ Silver
______________________________
R. ▇▇▇▇▇▇ Silver
/s/ D. ▇▇▇▇ ▇▇▇▇▇▇▇▇
______________________________
D. ▇▇▇▇ ▇▇▇▇▇▇▇▇
THE ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LEVERAGED EQUITY
FUND II, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Leveraged Equity
Fund II, Inc. (General Partner)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
BANKERS TRUST NEW YORK CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
_________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
SILGAN HOLDINGS INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
_________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
Title: Executive Vice
President, Chief
Financial Officer
and Treasurer
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