EXHIBIT 4.29
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RIGHTS OF THE
SERIES A CONVERTIBLE PREFERRED STOCK,
PAR VALUE $.01 PER SHARE
OF
OUTBOARD MARINE CORPORATION
_______________________________
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Outboard Marine Corporation, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby certify
as follows:
1. The name of the Corporation is Outboard Marine Corporation.
2. The date of filing of the Amended and Restated Certificate of
Incorporation of the Corporation with the Secretary of State was September 30,
1997, and the date of filing of the Certificate of the Powers, Designations,
Preferences and Rights of the Series A Convertible Preferred Stock, Par Value
$.01 Per Share (the "Certificate of Designation"), with the Secretary of State
was January 28, 2000. The Certificate of Designation was previously amended by
the filing of Certificates of Amendment with the Secretary of State on May 5,
2000 and May 31, 2000.
3. This Certificate of Amendment amends the Certificate of
Designation, as now in effect, to (i) provide for the issuance of shares Series
D Convertible Preferred Stock as Senior Stock and (ii) exempt from the anti-
dilution adjustment provisions contained therein certain specific issuances of
Common Stock by the Corporation.
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4. Section 5(c)(iii) of the Certificate of Designation as now in
effect is hereby amended to read in its entirety as follows:
(iii) Issuance of Common Stock Below Current Market Price
or Conversion Price. If the Corporation shall, at any time or from time to
time, sell or issue shares of Common Stock (regardless of whether
originally issued or from the Corporation's treasury), or rights, options,
warrants or convertible or exchangeable securities containing the right to
subscribe for or purchase shares of Common Stock (excluding (A) shares
issued in any of the transactions described in Section 5(c)(i) or (ii), (B)
shares of Common Stock issued upon the conversion of any shares of Series A
Preferred Stock, (C) Common Stock purchase warrants issued pursuant to the
Purchase Agreement and the shares of Common Stock issued upon the exercise
of such warrants, (D) the Subordinated Notes issued under that certain
Subordinated Note and Warrant Purchase Agreement, dated May 2, 2000, among
the Corporation, Quantum Industrial Partners LDC and Greenlake Holdings III
LLC, and any shares of Series B Preferred Stock issued upon conversion
thereof, (E) shares of Common Stock issued upon the conversion of any
shares of Series B Preferred Stock, (F) Common Stock purchase warrants
issued by the Corporation pursuant to that certain Subordinated Note and
Warrant Purchase Agreement, dated May 2, 2000, among the Corporation,
Quantum Industrial Partners LDC and Greenlake Holdings III LLC and the
shares of Common Stock issuable upon exercise of such warrants, (G) shares
of Series C Preferred Stock issued pursuant to that certain Preferred Stock
and Warrant Purchase Agreement, dated May 31, 2000, among the Corporation,
Quantum Industrial Partners LDC and Greenlake Holdings III LLC, and shares
of Common Stock issued upon the conversion of shares of any shares of
Series C Preferred Stock, (H) Common Stock purchase warrants issued
pursuant to that certain Preferred Stock and Warrant Purchase Agreement,
dated May 31, 2000, among the Corporation, Quantum Industrial Partners LDC
and Greenlake Holdings III LLC, and shares of Common Stock issued upon the
exercise of such warrants, (I) shares of Series D Preferred Stock issued
pursuant to that certain Preferred Stock and Warrant Purchase Agreement,
dated July __, 2000, among the Corporation, Quantum Industrial Partners LDC
and Greenlake Holdings V LLC, and shares of Common Stock issued upon the
conversion of shares of any shares of Series D Preferred Stock, (J) Common
Stock purchase warrants issued pursuant to that certain Preferred Stock and
Warrant Purchase Agreement, dated July __, 2000, among the Corporation,
Quantum Industrial Partners LDC and Greenlake Holdings V LLC, and shares of
Common Stock issued upon the exercise of such warrants, and (K) options
issuable pursuant to bona fide employee benefit plans or arrangements
approved or adopted by the Corporation's Board of Directors, and the shares
of Common Stock issuable on exercise of such options) at a price per share
of Common Stock (determined, in the case of rights, options, warrants or
convertible or exchangeable securities, by dividing (x) the total
consideration received or receivable by the Corporation in consideration of
the sale or issuance of such rights, options, warrants or convertible or
exchangeable securities, plus the total consideration payable to the
Corporation upon exercise or conversion or exchange thereof, by (y) the
total number of shares of Common Stock covered by such rights, options,
warrants or convertible or exchangeable securities) lower than either the
Current Market Price per share of Common Stock or the Conversion Price
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immediately prior to such sale or issuance, then the Conversion Price shall
be reduced to the price determined by multiplying the Conversion Price in
effect immediately prior thereto by a fraction, the numerator of which
shall be the sum of (I) the number of shares of Common Stock outstanding
immediately prior to such sale or issuance, plus (II) the quotient obtained
by dividing the aggregate consideration received (determined as provided
below) for such sale or issuance by the Applicable Price, and the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such sale or issuance. Such adjustment shall
be made successively whenever such sale or issuance is made. For the
purposes of such adjustments, the shares of Common Stock which the holder
of any such rights, options, warrants, or convertible or exchangeable
securities shall be entitled to subscribe for or purchase shall be deemed
to be issued and outstanding as of the date of such sale or issuance and
the consideration "received" by the Corporation therefor shall be deemed to
be the consideration actually received or receivable by the Corporation
(plus any underwriting discounts or commissions in connection therewith)
for such rights, options, warrants or convertible or exchangeable
securities, plus the consideration stated in such rights, options, warrants
or convertible or exchangeable securities to be payable to the Corporation
for the shares of Common Stock covered thereby. If the Corporation shall
sell or issue shares of Common Stock for a consideration consisting, in
whole or in part, of property other than cash or its equivalent, then in
determining the "price per share of Common Stock" and the "consideration"
received or receivable by or payable to the Corporation for purposes of the
first sentence and the immediately preceding sentence of this Section
5(c)(iii), the fair value of such property shall be determined in good
faith by the Board of Directors of the Corporation and shall be the value
which is agreed upon by at least 75% of the members thereof or if 75% of
the members of the Board of Directors of the Corporation are unable to
agree upon the value of such consideration, the value thereof shall be
determined by an independent investment bank of nationally recognized
stature that is selected by 75% of the members of the Board of Directors.
The determination of whether any adjustment is required under this Section
5(c)(iii) by reason of the sale and issuance of rights, options, warrants
or convertible or exchangeable securities and the amount of such
adjustment, if any, shall be made only at the time of such issuance or sale
and not at the subsequent time of issuance or sale of Common Stock upon the
exercise or conversion of such rights, options, warrants or convertible or
exchangeable securities. Upon the expiration of any such options, warrants
or rights, the termination of any such rights to convert or exchange or the
expiration of any options, warrants or rights related to such convertible
or exchangeable securities, the then current Conversion Price, to the
extent in any affected by or computed using such options, warrants, rights
or securities or options or rights related to such securities, shall be
recomputed to reflect the issuance of only the number of shares of Common
Stock actually issued upon the exercise of such options, warrants or
rights, upon the conversion or exchange of such securities or upon the
exercise of the options or rights related to such securities.
5. Section 8 of the Certificate of Designation as now in effect is
hereby amended to read in its entirety as follows:
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8. Reissuance of Series A Preferred Stock. Shares of Series A
Preferred Stock that have been issued and reacquired in any manner,
including shares purchased or redeemed or exchanged, shall (upon compliance
with any applicable provisions of the laws of Delaware) have the status of
authorized and unissued shares of preferred stock undesignated as to series
and may be redesignated and reissued as part of any series of preferred
stock (other than Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock or Series D Preferred Stock).
6. The definition of "Senior Stock" set forth in Section 10 of the
Certificate of Designation as now in effect is hereby amended to read in its
entirety as follows:
"Senior Stock" means the shares of Series B Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock that may from time to
time be outstanding.
7. Section 10 of the Certificate of Designation as now in effect is
hereby further amended to add the following additional defined terms:
"Series D Preferred Stock" means the shares of the Corporation's
Series D Convertible Preferred Stock, par value $.01 per share, that may
from time to time be outstanding.
8. Such amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware and by Section 7(c) of the Certificate of Designation as now in effect.
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IN WITNESS WHEREOF, the Corporation has authorized the undersigned to
execute this certificate on this 19th day of July, 2000.
OUTBOARD MARINE CORPORATION
By: /s/ Eric T. Martinez
-------------------------
Name: Eric T. Martinez
Title: Sr. Vice President Finance and Treasurer