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EXHIBIT 3.8
AMENDMENT NO. 1
TO THE REMINGTON PRODUCTS COMPANY, L.L.C.
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
This AMENDMENT NO. 1 TO THE REMINGTON PRODUCTS COMPANY, L.L.C AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Amendment") is dated as
of September 30, 2003.
WHEREAS Vestar Shaver Corp., a Delaware corporation ("Shaver'), Vestar
Razor Corp., a Delaware corporation ("Razor"), and RPI Corp., a Delaware
corporation ("RPI"), are parties to a certain Amended and Restated Limited
Liability Company Agreement of Remington Products Company, L.L.C. (the
"Company"), dated as of May 16, 1996 (the "Operating Agreement"), there no
longer being any Management Members. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Operating Agreement.
WHEREAS, the Company, RPI, Vestar Equity Partners, L.P., a Delaware
limited partnership ("Vestar"), Investors/RP, L.L.C., a Delaware limited
liability company ("IRP"), Shaver, Razor and Rayovac Corporation, a Wisconsin
corporation ("ROV"), have entered into a Purchase Agreement, dated August 21,
2003 (the "Purchase Agreement"), pursuant to which ROV has agreed to purchase,
directly or indirectly, 100% of the outstanding membership interests of the
Company.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the parties hereto agree as follows:
1. AMENDMENTS TO THE OPERATING AGREEMENT. Pursuant to Section 13.5
of the Operating Agreement, effective simultaneously with the consummation of
the purchase and sale of the Securities (as defined in the Purchase Agreement),
the Operating Agreement is hereby amended as follows:
(a) Section 6.2(a) is hereby deleted and replaced in its entirety to
read as follows:
"(a) REPRESENTATIVES. There shall be established a Management
Committee composed of three Representatives appointed by the holder or holders
of a majority of the Percentage Interests (the "Majority Holders"), which
Representatives shall initially be James T. Lucke, Kent J. Hussey and Randall J.
Steward. The Majority Holders may remove any Representative at any time in their
sole discretion. Each Representative shall remain in office until his or her
death, removal or resignation, in which event, the Majority Holders shall fill
the vacancy thereby created."
(b) The following language at the end of the first sentence of
Section 6.6 is hereby deleted in its entirety: "; provided that such consent is
executed by at least one of the RPI
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Representatives on the Management Committee in the case of any written consent
by the Representatives and by any representatives representing RPI's interest on
any committee in the case of any written consent by the representatives of such
committee."
(c) Article X is hereby deleted in its entirety.
(d) The first sentence of Section 13.5 is hereby deleted and replaced
in its entirety to read as follows:
"This Agreement and any provision hereof may be amended or modified
from time to time only by a written instrument executed and agreed to by the
Majority Holders."
2. MISCELLANEOUS.
(a) This Amendment may be executed in one or more counterparts, each
of which shall be deemed to be an original and all of which, when taken
together, shall constitute one and the same instrument.
(b) This Amendment shall be governed by and construed in accordance
with the internal laws of the State of Delaware, without reference to the choice
of law or conflicts of law principles thereof.
(c) Except as amended hereby, the Operating Agreement shall remain in
full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date and year first above written.
VESTAR SHAVER CORP.
By: /s/ Brian P. Schwartz
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Name: Brian P. Schwartz
Title: President
VESTAR RAZOR CORP.
By: /s/ Brian P. Schwartz
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Name: Brian P. Schwartz
Title: President
RPI CORP.
By: /s/ Victor K. Kiam III
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Name: Victor K. Kiam III
Title: President