1
Exhibit 4.8
STOCKHOLDERS AGREEMENT
among
SCOVILL FASTENERS INC.
and
THE INVESTORS PARTY HERETO
Dated as of August 3, 2001
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TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions............................................................................ 1
ARTICLE II
COVENANTS OF THE INVESTORS
SECTION 2.1. Transfers by Investors................................................................. 3
SECTION 2.2. Tag-Along and Take-Along Provisions.................................................... 4
SECTION 2.3. Transfers to Comply with Laws.......................................................... 5
SECTION 2.4. Closing................................................................................ 5
SECTION 2.5. Restrictive Legend..................................................................... 5
ARTICLE III
VOTING AND DIRECTORS
SECTION 3.1. Voting and Election of Directors....................................................... 6
SECTION 3.2. Directors' and Officers' Insurance..................................................... 7
ARTICLE IV
PREEMPTIVE RIGHTS
SECTION 4.1. Preemptive Rights...................................................................... 7
ARTICLE V
AFFILIATE TRANSACTIONS
SECTION 5.1 Affiliate Transactions................................................................. 9
3
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. Inspection Rights...................................................................... 9
SECTION 6.2. Notices................................................................................ 9
SECTION 6.3. Additional Parties..................................................................... 10
SECTION 6.4. Amendments and Waivers................................................................. 10
SECTION 6.5. Successors and Assigns................................................................. 10
SECTION 6.6. Captions............................................................................... 10
SECTION 6.7. Counterparts; Effectiveness............................................................ 10
SECTION 6.8. GOVERNING LAW.......................................................................... 10
SECTION 6.9. Severability........................................................................... 10
SECTION 6.10. Entire Agreement....................................................................... 11
4
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of August 3, 2001, by and
among SCOVILL FASTENERS INC., a Delaware corporation (the "Company"), the
parties identified as "Existing Investors" on the signature pages hereof, the
parties identified as "New Investors" on the signature pages hereof and any
parties identified on the signature pages of any joinder agreements executed and
delivered pursuant to Section 6.3 of this Agreement.
WHEREAS, pursuant to the Merger Agreement dated as of the date
hereof by and between Scovill Holdings Inc. ("Holdings") and the Company, the
Existing Investors are being issued shares of Common Stock in exchange for the
cancellation of their shares of common stock of Holdings;
WHEREAS, pursuant to the Exchange Agreement dated as of the
date hereof, among Holdings, the Company, Saratoga Partners III, L.P., Saratoga
Partners III, C.V., Saratoga Management Company, LLC and the noteholders listed
on Exhibit A thereto (the "Exchange Agreement"), the New Investors are being
issued shares of Common Stock and certain subordinated pay-in-kind bonds (the
"New Bonds" (which term shall include any pay-in-kind bonds issued or issuable
pursuant thereto)) in exchange for the cancellation of their 11 1/4% Senior
Notes due 2007 (the "Old Notes") of the Company;
WHEREAS, the Company and the Investors desire to provide for
certain matters relating to the rights of the Investors;
IN CONSIDERATION of the foregoing and of their mutual
covenants set forth in this Agreement, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions. The following terms, as used herein,
have the following meanings:
"Affiliate" means, as to any Person, any other Person directly
or indirectly Controlling, Controlled by or under direct or indirect common
Control with such Person.
"Board" means the Board of Directors of the Company.
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"Buyer" means a Person that is not an Investor or an Affiliate
of an Investor that has offered to purchase or otherwise acquire for value
shares of Capital Stock of the Company.
"Capital Stock" means the Common Stock, any shares of Common
Stock of the Company issued or issuable upon exercise of the Warrants and any
shares of capital stock of the Company issued in exchange for any of the
foregoing upon any reclassification, merger or other transaction involving the
exchange of any shares, interests, participations or other equity interests in
the Company therefor, or issued as a distribution thereon, and any other capital
stock, shares, equity interests, options, rights or warrants to acquire capital
stock, and participations or other equivalents of or interests in (however
designated) equity of the Company, including any preferred stock and securities
convertible into or exercisable for any such equity or interests of the Company
now or hereafter authorized.
"Cerberus" means Cerberus International, Ltd.
"Common Stock" means the common stock, par value $0.01 per
share, of the Company.
"Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of securities, partnership interests or by
contract, assignment or otherwise. The terms "Controlling" and "Controlled"
shall have meanings correlative to the foregoing.
"Greenwich" means, collectively, GSCP Recovery II, L.P., GSCP
Recovery (US) L.L.C., Unione Italiana (U.K.) Reinsurance Company, Limited and
Greenwich Street Capital Partners II, L.P., or any of their Affiliates.
"Greenwich Agreement" means the Management and Financial
Advisory Agreement dated as of the date hereof between the Company and GSCP
(NJ), L.P.
"Investors" means the Existing Investors, the New Investors
and any Permitted Transferees of such Persons who are party (including by
joinder) to this Agreement.
"1933 Act" means the Securities Act of 1933, as amended.
"Notice of Offer" means any bona fide written offer from a
Buyer to purchase or otherwise acquire for value, issued and outstanding shares
of Capital Stock from Greenwich, which offer shall identify the proposed
transferee or transferees, the Capital Stock covered thereby, all terms and
conditions of the offer and, in the case of an offer pursuant to which the
consideration consists in whole or in part of consideration other than cash, a
description of the non-cash component of such consideration.
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"Permitted Transferee" means any transferee of Capital Stock
acquired from any Investor, in a transaction that is not prohibited pursuant to
Section 2.1.
"Person" means an individual, a corporation, a limited
liability company, a partnership, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.
"Pro Rata Portion" means, with respect to one or more
Investors, the ratio of (a) the number of shares of Common Stock then owned by
each such Investor to (b) the total number of shares of Common Stock
outstanding.
"Qualified IPO" means a public offering, underwritten by one
or more nationally recognized investment banks, of Common Stock pursuant to an
effective registration statement filed under the 1933 Act in which more than 25%
of the Common Stock on a fully diluted basis is offered, resulting in the
listing of the Common Stock on a national securities exchange or the Nasdaq
National Market.
"Saratoga" means Saratoga Partners III, L.P., a Delaware
limited partnership, and its Affiliates.
"Saratoga Agreement" means the Management and Financial
Advisory Agreement dated as of the date hereof between the Company and Saratoga
Management Company, LLC.
"Transfer" means any direct or indirect transfer, sale,
conveyance, pledge, hypothecation or other disposition.
"Warrants" means the warrants issued by the Company to the
Existing Investors pursuant to warrant agreements dated as of August 3, 2001,
entitling the holders thereof to purchase shares of Common Stock.
ARTICLE II
COVENANTS OF THE INVESTORS
SECTION 2.1. Transfers by Investors. No Investor shall
Transfer any Capital Stock now or hereafter owned by such Investor unless the
transferee of any such Investor shall join in this Agreement by executing a
joinder agreement in the form attached hereto as Exhibit A; provided, however,
that any Transfers by Greenwich shall be subject to section 2.2(a) if otherwise
applicable.
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SECTION 2.2. Tag-Along and Take-Along Provisions. (a) If
Greenwich shall receive and determine to accept a Notice of Offer from a Buyer
to purchase or otherwise acquire in a transaction or series of related
transactions any of its Capital Stock, the other Investors owning any Capital
Stock shall have the right to participate in such transaction in the manner set
forth in this Section. Greenwich shall, promptly after its receipt of a Notice
of Offer, send a copy thereof to the Company and the other Investors owning any
Capital Stock. Each such Investor shall have the right to cause Greenwich to
condition its sale to the Buyer of any Capital Stock owned by Greenwich on the
simultaneous purchase by the Buyer of such amount of Capital Stock owned by such
Investor as such Investor (each, an "Electing Investor") may designate by
written notice delivered to Greenwich within 20 days following the date on which
the Notice of Offer is received; provided, however, that no Electing Investor
may so designate for purchase an amount of Capital Stock greater than that
number owned by such Electing Investor multiplied by a fraction the numerator of
which is the amount of Capital Stock being sold by Greenwich pursuant to the
Notice of Offer and the denominator of which is the total amount of Capital
Stock then owned by Greenwich. The purchase price for each share of the Capital
Stock sold by each Existing Investor pursuant to this Section 2.2(a) and the
terms of such purchase shall be the same as are set forth in the applicable
Notice of Offer. No seller shall receive, in connection with sales pursuant to
this subsection, any material consideration which is not shared with each other
seller in proportion to the number of shares sold by each, except that Greenwich
or an Affiliate of Greenwich may receive customary investment banking fees;
provided, however that the foregoing provisions of this sentence shall not apply
to (i) any financial advisory fee to be paid to Greenwich in connection with any
acquisition of the Company, whether by merger, sale of all or substantially all
of the Company's assets or otherwise, as set forth in the Greenwich Agreement,
or (ii) any financial advisory fee to be paid to Saratoga in connection with any
acquisition of the Company by YKK Corporation or any subsidiary thereof or any
affiliate if such affiliate is engaged, directly or indirectly, in the design,
manufacture, sale and/or distribution of fasteners, whether by merger, sale of
all or substantially all of the Company's assets or otherwise, as set forth in
the Saratoga Agreement. Immediately after such sale, all sale proceeds relating
to the securities of each Electing Investor shall be remitted to such Electing
Investor. If any potential Electing Investor shall not have accepted the
tag-along offer, Greenwich shall have 120 days after receipt of the Notice of
Offer in which to sell the securities to be sold pursuant to such Notice of
Offer at a price not higher than that contained in the Notice of Offer and on
terms no more favorable to Greenwich than that contained in the Notice of Offer.
If, at the end of such period the sale has not been completed, this Section
2.2(a) shall again apply to offers and sales of Capital Stock by Greenwich.
(b) If Greenwich shall receive and determine to accept a
Notice of Offer to sell or otherwise purchase or acquire for value in the
aggregate more than 50% of the issued and outstanding shares of the Capital
Stock, then, at the written request of Greenwich, each other Investor shall
agree to sell to the Buyer Capital Stock (to the extent then owned by such
In-
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vestor) constituting the same proportionate share of the Capital Stock which
such Investor owns as Greenwich agrees to sell for an amount equal to the same
per share purchase price, and on the same terms, as are applicable to
Greenwich's sale. No seller shall receive, in connection with sales pursuant to
this subsection, any material consideration which is not shared with each other
seller in proportion to the amount sold by each; provided, however that the
foregoing provisions of this sentence shall not apply to (i) any financial
advisory fee to be paid to Greenwich in connection with any acquisition of the
Company, whether by merger, sale of all or substantially all of the Company's
assets or otherwise, as set forth in the Greenwich Agreement, or (ii) any
financial advisory fee to be paid to Saratoga in connection with any acquisition
of the Company by YKK Corporation or any subsidiary thereof or any affiliate if
such affiliate is engaged, directly or indirectly, in the design, manufacture,
sale and/or distribution of fasteners, whether by merger, sale of all or
substantially all of the Company's assets or otherwise, as set forth in the
Saratoga Agreement. Immediately after such sale, all sale proceeds relating to
the securities sold by each Investor shall be remitted to such Investor. For the
purposes of determining if the offer of the Buyer is for more than 50% of the
Capital Stock, the percentage of the issued and outstanding shares of Capital
Stock offered to be purchased by the Buyer shall include all shares of Capital
Stock to be sold to the Buyer by Greenwich in the same or a series of related
transactions. In the event the Notice of Offer described above pertains to the
sale of the Company through a merger or sale of all or substantially all of the
Company's assets, at the written request of Greenwich, each other Investor shall
agree to support such transaction by voting its shares of Capital Stock in
support of such transaction or otherwise.
(c) The provisions of this Section 2.2 shall terminate upon
consummation of a Qualified IPO.
SECTION 2.3. Transfers to Comply with Laws. Notwithstanding
any contrary provision herein, no Investor may Transfer or offer to Transfer any
shares of Capital Stock (or solicit any offers to Transfer any shares of Capital
Stock), except in compliance with the 1933 Act and rules and regulations
promulgated thereunder and in compliance with any applicable state securities
laws and rules and regulations promulgated thereunder.
SECTION 2.4. Closing. The closing of any purchase of shares of
Capital Stock pursuant to Article II hereof shall take place at the offices of
the Company (or at such other location as to which the parties shall mutually
agree) concurrently with the closing of any sale to a Buyer to which the
provisions of Article II apply.
SECTION 2.5. Restrictive Legend. In addition to any legend
required by the Exchange Agreement, each certificate evidencing shares of
Capital Stock shall contain the following restrictive legend:
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"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (i) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH
APPLICABLE STATE SECURITIES LAWS, OR (ii) IN THE OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO SCOVILL FASTENERS INC. REGISTRATION UNDER THE
SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED
IN CONNECTION WITH SUCH TRANSFER. THIS SECURITY IS ALSO SUBJECT TO THE
TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT
TRANSFER THEREOF, OF A STOCKHOLDERS AGREEMENT DATED AS OF AUGUST 3,
2001, AS AMENDED FROM TIME TO TIME TO WHICH THE COMPANY IS A PARTY,
COPIES OF WHICH ARE ON FILE AT THE OFFICES OF THE COMPANY AND MAY BE
OBTAINED UPON REQUEST."
ARTICLE III
VOTING AND DIRECTORS
SECTION 3.1. Voting and Election of Directors. From and after
the date hereof and until the consummation of a Qualified IPO, each of the
Investors severally agrees that in exercising its voting rights on the election
of directors, whether or not at an annual or special meeting of the Company and
whether or not at an adjourned meeting, such Investor shall vote its shares of
the voting Capital Stock for and will take all other necessary actions within
its control to cause the nomination and the election of the following
individuals to the Board:
(a) one director designated by the Company, but only for as
long as such designee shall be an officer and an employee of the Company
or of a subsidiary of the Company;
(b) each of (i) up to five directors and (ii) a majority of
any executive committee of the Board ("Executive Committee") designated by
Greenwich; and
(c) each of (i) one director (the "Saratoga Director") and
(ii) one member of any Executive Committee designated by Saratoga, but
only for so long as Saratoga shall own Common Stock.
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The Company shall have the right to remove its designee at any
time and replace such designee. The initial designee as director by the
Company shall be John Champagne.
Greenwich shall have the right to remove any or all of its
designees at any time and replace such designee(s). The initial designees
as director by Greenwich shall be Robert A. Hamwee, Thomas V. Inglesby and
Evan D. Sotiriou.
Saratoga shall have the right to remove, and replace, its
designee at any time. The initial designee as director and Executive
Committee member by Saratoga shall be Christian L. Oberbeck. If Saratoga
does not designate a director, it shall be entitled to have a
representative observe all Board meetings and all meetings of any
Executive Committee, but only for so long as Saratoga shall own Common
Stock.
Cerberus shall have the right to designate a representative to
observe all Board meetings and all meetings of any Executive Committee.
(d) The Investors agree that the Board shall not consist of
more than seven members.
SECTION 3.2. Directors' and Officers' Insurance. The Company
shall use its reasonable best efforts to obtain and maintain directors' and
officers' insurance on such terms and in such amounts as are customary for
companies of its type.
ARTICLE IV
PREEMPTIVE RIGHTS
SECTION 4.1. Preemptive Rights. (a) If the Company at any time
or from time to time prior to the consummation of a Qualified IPO proposes to
issue any shares of Capital Stock to Greenwich, other than pursuant to the
exceptions specified in paragraph (d) below, the Company shall, no later than 30
days prior to the consummation of such issuance give written notice thereof to
each Investor. Such notice shall contain the amount of Capital Stock to be
issued and any other pertinent terms of the proposed issuance (including the
terms of such Capital Stock) and shall also contain an irrevocable offer to each
Investor to purchase, at the purchase price at which the Company initially
proposed to issue such Capital Stock, its Pro Rata Portion of such Capital
Stock. At any time within 30 days after receipt of the notice provided for in
the previous sentence an Investor may accept the offer made to it in such
notice, and may elect to purchase up to its Pro Rata Portion of any additional
Capital Stock to be issued but not purchased by the other Investors on the same
terms, by furnishing notice
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thereof to the Company. If an Investor shall fail to respond to the Company
within 30 days of receipt of the Company's notice to Investors of the proposed
issuance described above, such failure shall be regarded as a rejection of such
Investor's right to exercise such Investor's preemptive rights provided in this
Article IV. Any Capital Stock to be issued that is not purchased pursuant to
this Section 4.1(a) shall be deemed to be accepted for purchase by each Investor
so electing to purchase additional Capital Stock not purchased by other
Investors, in each case in the amount indicated in such electing Investor's
acceptance notice but in no event greater than its Pro Rata Portion of such
Capital Stock or the maximum amount indicated in such Investor's notice.
(b) If at the end of the 30 day period referred to in Section
4.1(a) less than all of the Capital Stock to be issued is accepted for purchase
pursuant to Section 4.1(a), Greenwich, in addition to its portion of the Capital
Stock accepted for purchase pursuant to Section 4.1(a), may purchase that
portion of the proposed issuance that was not accepted for purchase pursuant to
Section 4.1(a), on the same terms and conditions as set forth in the notices
sent to Investors pursuant to Section 4.1(a).
(c) The closing of the purchase of Capital Stock accepted for
purchase pursuant to Section 4.1(a) and (b) shall take place at such time and
place upon which the parties who have accepted for purchase Capital Stock as
provided in this Article IV may agree. Such purchase shall be at the price
specified in the notices sent to Investors pursuant to Section 4.1(a) paid by
delivery of a certified check in the appropriate amount or other consideration
as indicated in such notice against delivery of certificates or other
instruments representing the Capital Stock so purchased.
(d) The preemptive rights provided for in this Article IV
shall not be applicable to (i) any stock split, dividend on Capital Stock, or
recapitalization, (ii) any issuance of Capital Stock upon the exercise or
conversion of any Capital Stock that by its terms is convertible into or
exchangeable for Capital Stock, if such exercisable or convertible Capital Stock
had already been subject to the preemptive rights provided for in this Article
IV, or (iii) any issuance of Common Stock to Greenwich in connection with any
purchase by Greenwich after the date hereof of any then outstanding Old Notes
due 2007; provided that any such issuance of Common Stock shall be at the same
rate provided for in Section 2.1 of the Exchange Agreement with respect to the
issuance of Common Stock in exchange for Old Notes, i.e., 891.00579 shares of
Common Stock for each $1,000 of principal amount of Old Notes purchased by
Greenwich.
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ARTICLE V
Affiliate Transactions
SECTION 5.1. Affiliate Transactions. Until such time as
Saratoga shall own less than 2.5% of the Common Stock on a fully diluted basis,
the Company shall not engage in any transaction with any Affiliate of the
Company which is not a wholly owned subsidiary of the Company, unless such
transaction is on an arm's length basis, other than (i) any borrowing of and
obligations under GSC Loans or Tranche B Loans pursuant to the Amended and
Restated Credit Agreement (as defined in the Exchange Agreement), (ii) any
payment of any management fees pursuant to the Greenwich Agreement or the
Saratoga Agreement, and (iii) the issuance of Common Stock and New Bonds in
connection with any purchase by Greenwich after the date hereof of any then
outstanding Old Notes.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. Inspection Rights. The Company shall permit any
authorized representatives designated by any Investor holding at least 2.5% of
the outstanding Common Stock to visit and inspect any of the properties of the
Company and its subsidiaries, including its and their financial and accounting
records, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants, all upon reasonable
notice and at reasonable times during normal business hours. Each Investor
agrees that it shall treat as confidential all non-public information that such
Investor obtains pursuant to the foregoing.
SECTION 6.2. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party at its address or facsimile
number set forth on the signature pages hereof, or the signature page of any
joinder agreement executed and delivered pursuant to Section 6.3 of this
Agreement or such other address or facsimile number as such party may hereafter
specify for the purpose by notice to the party sending the communication. Each
such notice, request or other communication shall be effective (i) if given by
facsimile, when such facsimile is transmitted to the facsimile number specified
in this Section and receipt is confirmed, (ii) if given by mail, 72 hours after
such communication is deposited in the mail registered or certified, return
receipt requested, with postage prepaid, addressed as aforesaid, or (iii) if
given by any other means, when delivered at the address specified in this
Section.
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SECTION 6.3. Additional Parties. Only Persons (other than the
initial signatories hereto) that execute a joinder agreement in the form of
Exhibit A shall be deemed to be Investors. Except to the extent limited in any
joinder agreement, each Person that so becomes an Investor after the date hereof
shall be entitled to all rights and privileges of an Investor as if such
Investor had been an original signatory to this Agreement.
SECTION 6.4. Amendments and Waivers. Any provision of this
Agreement may be amended if, but only if, such amendment is in writing and is
signed by the Company and each of (i) holders of at least 75% of the outstanding
shares of Common Stock, (ii) Saratoga and (iii) Cerberus. Any provision of this
Agreement may be waived if, but only if, such waiver is in writing and is signed
by the Company and each of (i) holders of at least 75% of the outstanding shares
of Common Stock, (ii) Saratoga and (iii) Cerberus.
SECTION 6.5. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided, however, that no
assignment of rights under this Agreement will be valid unless made in
connection with a contemporaneous Transfer of Capital Stock; and provided,
further, that upon any such assignment, the assignee shall comply with Section
6.3 hereof. The Company may not assign or otherwise transfer any of its rights
under this Agreement.
SECTION 6.6. Captions. The captions of this Agreement are
included for convenience of reference only, do not constitute a part hereof and
shall be disregarded in the construction hereof.
SECTION 6.7. Counterparts; Effectiveness. This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall be effective when this Agreement has been
executed by the Company and each Investor and the executed signature page of
each such Person has been delivered to each other such Person.
SECTION 6.8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 6.9. Severability. Any term or provision of this
Agreement which is invalid or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement, or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction.
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SECTION 6.10. Entire Agreement. This Agreement is intended by
the parties as a final expression of their agreement, and is intended to be a
complete and exclusive agreement and understanding of the parties hereto in
respect of the subject matter contained herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
SCOVILL FASTENERS INC.
By: /s/ John H. Champagne
------------------------------
Name: John H. Champagne
Title: Chief Executive Officer
Scovill Fasteners Inc.
1802 Scovill Drive
Clarkesville, Georgia 30523-0044
Attention: John H. Champagne
Telephone: (706) 754-4181
Telecopier: (706) 754-2826
EXISTING INVESTORS:
SARATOGA PARTNERS III, L.P.
By: Saratoga Management Company LLC,
its Investment Manager
By: /s/ Richard A. Petrocelli
----------------------------------
Name: Richard A. Petrocelli
Title: Principal
535 Madison Avenue
New York, New York 10022
Attention: Christian L. Oberbeck
Telephone: (212) 906-7350
Telecopier: (212) 750-3343
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SARATOGA PARTNERS III, C.V.
By: Saratoga Management Company, its
Investment Manager
By: /s/ Richard A. Petrocelli
----------------------------------
Name: Richard A. Petrocelli
Title: Principal
c/o Curacao International Trust Company,
N.V.
De Ruyterkade 62
P.O. Box 812
Curacao, Netherlands Antilles
Attention: J.F.M. Horsten
Telephone: 011-599-9-732-2555
Telecopier: 011-599-9-732-2500
MOORE GLOBAL INVESTMENTS, LTD.
By: Moore Capital Management, Inc., its
Trading Manager
By: /s/ Anthony Gallagher
----------------------------------
Name: Anthony Gallagher
Title: Director of Operations
c/o Moore Capital Management Inc.
1251 Avenue of the Americas
17th Floor
New York, New York 10020
Attention: Anthony Gallagher
Telephone: (212) 782-7532
Telecopier: (212) 575-6832
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REMINGTON INVESTMENT STRATEGIES, L.P.
By: Moore Capital Advisors, L.L.C., its
General Partner
By: /s/ Anthony Gallagher
-----------------------------------
Name: Anthony Gallagher
Title: Director of Operations
c/o Moore Capital Management Inc.
1251 Avenue of the Americas
17th Floor
New York, New York 10020
Attention: Anthony Gallagher
Telephone: (212) 782-7532
Telecopier: (212) 575-6832
WLD PARTNERS, LTD.
By: WLD Partners GP, Inc., its
General Partner
By: /s/ F. Melvin Burton
-----------------------------
Name: F. Melvin Burton
Title: Vice President
Las Olas Centre
450 East Las Olas Boulevard
Suite 900
Fort Lauderdale, FL 33301
Attention: F. Melvin Burton
Telephone: (954) 523-7771
Telecopier: (954) 523-9594
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BROWN UNIVERSITY THIRD CENTURY FUND
By: Saratoga Partners III, L.P.,
its Attorney-in-Fact
By: Saratoga Management Company, LLC,
its Investment Manager
By: /s/ Richard A. Petrocelli
------------------------------------
Name: Richard A. Petrocelli
Title: Principal
c/o Saratoga Partners III, L.P.
535 Madison Avenue
New York, New York 10022
Attention: Christian L. Oberbeck
Telephone: (212) 906-7350
Telecopier: (212) 750-3343
CO-INVESTMENT PARTNERS, L.P.
By: CIP Partners, LLC, its General Partner
By: /s/ Christian A. Melhado
--------------------------------------
Name: Christian A. Melhado
Title: Member
660 Madison Ave.
New York, NY 10021
Attn: Christian A. Melhado
Telephone: (212) 754-0411
Telecopier: (212) 754-1494
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NEW INVESTORS:
GSC RECOVERY II, L.P.
By: GSC RECOVERY GP, L.P., its General
Partner
By: GSCP (N.J.), L.P., its General Partner
By: GSCP (N.J.), Inc., its General Partner
By: /s/ Robert A. Hamwee
-----------------------------------
Name: Robert A. Hamwee
Title: Managing Director
GSCP RECOVERY (US) L.L.C.
By: Greenwich Street Capital Partners II, L.P.,
its General Partner
By: Greenwich Street Investments II, L.L.C.,
its General Partner
By: /s/ Robert A. Hamwee
-----------------------------------
Name: Robert A. Hamwee
Title: Managing Director
UNIONE ITALIANA (U.K.) REINSURANCE
COMPANY, LIMITED
By: /s/ Robert A. Hamwee
-----------------------------------
Name: Robert A. Hamwee
Title: Director
20
S-6
GREENWICH STREET CAPITAL PARTNERS II,
L.P.
By: GREENWICH STREET INVESTMENTS II,
L.L.C., its General Partner
By: /s/ Robert A. Hamwee
------------------------------------
Name: Robert A. Hamwee
Title: Managing Director
c/o GSC Partners
500 Campus Drive
Suite 220
Florham Park, NJ 07932
Attention: Robert A. Hamwee
Telephone: (973) 437-1010
Telecopier: (973) 437-1037
CERBERUS INTERNATIONAL,LTD.
By: Partridge Hill Overseas Management, LLC,
its Investment Manager
By: /s/ Mark A. Neporent
------------------------------------
Name: Mark A. Neporent
Title: Vice President
Cerberus International, Ltd.
c/o Partridge Hill Overseas Management, LLC
450 Park Avenue, 28th Floor
New York, New York 10022
Attention: Robert Davenport
Telephone: (212) 891-2100
Telecopier: (212) 755-3009
21
SF FUNDING COMPANY LLC
By: /s/ Richard A. Petrocelli
--------------------------------
Name: Richard A. Petrocelli
Title: Principal
535 Madison Avenue
New York, New York 10022
Attention: Christian L. Oberbeck
Telephone: (212) 906-7350
Telecopier: (212) 750-3343
SARATOGA MANAGEMENT COMPANY, LLC
By: /s/ Richard A. Petrocelli
--------------------------------
Name: Richard A. Petrocelli
Title: Principal
535 Madison Avenue
New York, New York 10022
Attention: Christian L. Oberbeck
Telephone: (212) 906-7350
Telecopier: (212) 750-3343
22
EXHIBIT A
JOINDER AGREEMENT
THIS JOINDER AGREEMENT is made and entered into by the
undersigned with reference to the following facts:
A. I am acquiring simultaneously with the execution of this
Joinder Agreement [ ] shares of the [Common Stock] (the "Shares")] [and] [[ ]
warrants to purchase Shares] of SCOVILL FASTENERS INC., a Delaware corporation
(the "Company"); and
B. As a condition to the acquisition of the Shares I have
agreed to join in a stockholders agreement dated as of August 3, 2001, as
amended from time to time (the "Stockholders Agreement"), a copy of which has
been furnished to me, among the Company and the Investors party thereto.
I therefore agree as follows:
1. I hereby join in the Stockholders Agreement and agree to be
bound by all of the terms and provisions thereof as though I were an original
party thereto and were included in the definition of Investor, as used therein.
2. I hereby consent that the certificate or certificates to be
issued to me representing the Shares shall bear the following legend in addition
to any other legend:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (i) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH
APPLICABLE STATE SECURITIES LAWS, OR (ii) IN THE OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO SCOVILL FASTENERS INC. REGISTRATION UNDER THE
SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED
IN CONNECTION WITH SUCH TRANSFER. THIS SECURITY IS ALSO SUBJECT TO THE
TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT
TRANSFER THEREOF, OF A STOCKHOLDERS AGREEMENT DATED AS OF AUGUST 3,
2001, AS AMENDED FROM TIME TO TIME TO WHICH THE COMPANY IS A PARTY,
COPIES OF WHICH ARE ON FILE AT THE OFFICES OF THE COMPANY AND MAY BE
OBTAINED UPON REQUEST."
A-1
23
IN WITNESS WHEREOF, the undersigned has executed this agreement this day of
, .
Name:
------------------------------------------------
Address for Notices:
A-2