AMENDMENT TO STOCKHOLDERS' AGREEMENT
THIS AMENDMENT to the Stockholders' Agreement referred
to below is entered into this 26th day of August, 1998, by,
between and among Toastmaster Inc., a Missouri corporation (the
"Company"), and the stockholders of the Company whose signatures
are set forth at the end of this Amendment (collectively referred
to herein as the "Stockholders" or individually referred to
herein as a "Stockholder").
WITNESSETH:
WHEREAS, the Company has entered into a Stockholders'
Agreement, dated November 13, 1991, as amended (the
"Stockholders' Agreement"), with the stockholders of the Company
whose signatures are set forth at the end of this Amendment,
pursuant to which certain rights and obligations with respect to
shares of the common stock of the Company owned by such
stockholders were created; and
WHEREAS, the parties to the Stockholders' Agreement
desire to amend the Stockholders' Agreement in certain respects;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and agreements hereinafter set forth, the
parties hereto do hereby agree as follows:
1. Amendment of Section 2.7 of the Stockholders'
Agreement. Section 2.7 of the Stockholders' Agreement is hereby
amended by deleting subsection (f) thereof in its entirety and
inserting the following new subsection (f) in lieu thereof:
(f) (i) a sale, exchange, transfer, gift or other
disposition (including a disposition by will) of shares
made by a Stockholder to the University of Colorado,
(ii) the grant of an option to purchase or otherwise
acquire a Disposing Stockholder's shares pursuant to
that certain Stockholders Agreement, dated as of August
26, 1998 (the "Option Agreement"), by and between
Salton/Maxim Housewares, Inc. and certain stockholders
of the Company, (iii) the sale, transfer or other
disposition of shares made by a Stockholder pursuant to
the exercise of an option granted under the Option
Agreement, or (iv) the sale, transfer or other
disposition of shares made by a Stockholder in
connection with the consummation of a merger between
the Company and Columbia Acquisition Corp., a wholly-
owned subsidiary of Salton/Maxim Housewares, Inc.
2. Effect of Amendment. Except as expressly amended
hereby, all of the terms, conditions and provisions of the
Stockholders' Agreement shall remain unamended and in full force
and effect in accordance with its terms and is hereby ratified
and confirmed. The amendments provided herein shall be limited
precisely as drafted and shall not constitute an amendment of any
other term, condition or provision of the Stockholders'
Agreement.
3. General Terms. References in the Stockholders'
Agreement to "Agreement", "hereof", "herein" and words of similar
impact shall be deemed to be a reference to the Stockholders'
Agreement as amended by this Amendment.
4. Severability. If for any reason any one or more
of the provisions contained in the Stockholders' Agreement or
this Amendment shall be determined to be invalid, illegal or
unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained therein and
herein shall not be affected in any way or impaired thereby and
shall be enforceable in accordance with their respective terms.
5. Governing Law. This Amendment shall be governed
by and construed and interpreted in accordance with the laws of
the State of Missouri applicable to agreements made and to be
performed entirely within such state, including all matters of
enforcement, validity and performance.
6. Counterparts. This Amendment may be executed in
any number of counterparts, each of which shall be deemed to be
an original and all of which shall constitute one agreement which
is binding upon all of the parties hereto, notwithstanding that
all parties are not signatories to the same counterpart.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Amendment as of the day and year first above
written.
TOASTMASTER INC.
{SEAL]
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Chairman and Chief
Executive Officer
ATTEST:
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Secretary
/s/ Xxxxxxx X. Xxxxx, Xx.
Xxxxxxx X. Xxxxx, Xx., as
Trustee under Revocable Trust
Agreement, dated July 31, 1992,
by Xxxxxxx X. Xxxxx, Xx., as
Grantor
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxx, Xx.
Xxxxx X. Xxxxxxxx, Xx.
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, as Trustee
Under Indenture 73180 for the
benefit of Stephen R. H. Xxxxxx,
Xxxxxx S. G. Xxxxxx, Xxxxxxx X. X.
Xxxxxx and Xxxxx X. X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, as Trustee
Under Agreement of Xxxxxx X.
Xxxxxx dated August 1, 1991
for the benefit of Xxxxxxxxx X.
Xxxxxx, Xxxxxx X. Xxxxxx,
Xxxx X. Xxxxxx, Xxxxxxxx X.
Xxxxxx, Xxxxxxx X. Xxxxxx,
Xxxxxx X. Xxxxxx
/s/ Xxxxx Xxxx
Xxxxx Xxxx
/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
