Exhibit 4.(i)(6)
SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT
SECOND AMENDMENT (the "Second Amendment") dated as of February
28, 1996, to the Shareholders Agreement dated as of March 5, 1991, by
and among The Southland Corporation, a Texas corporation (the
"Company"), ItoYokado Co., Ltd., a Japanese corporation, IYG Holding
Company, a Delaware corporation, and the following shareholders of the
Company: Xxxxxxxx Brothers, L.P., a Texas limited partnership,
Xxxxxxxx Capital Partners, L.P., a Delaware limited partnership,
The Hayden Company, a Texas corporation, The Williamsburg
Corporation, a Texas corporation, Four J Investment, L.P., a Texas
limited partnership, The Xxxxx Co., a Texas corporation,
participants in the Company's Grant Stock Plan who are signatories
thereto, and the Limited Partners of Xxxxxxxx Capital who are
signatories thereto (the "Shareholders Agreement").
1. DEFINITIONS. Terms defined in the Shareholders Agreement and not
otherwise defined herein are used herein with the meaning so defined.
2. EFFECTIVE DATE OF AMENDMENT TO THE SHAREHOLDERS AGREEMENT. Upon
receipt by the Company of counterparts hereof executed by the
Company, the Purchaser, Philp, Hayden, Williamsburg and Xxxxxxxx
Brothers, the Shareholders Agreement is hereby amended, effective as of
the date first written above (the "Effective Date"):
3. AMENDMENT TO SECTION 2.5(c).
3.1 Section 2.5(c) of the Shareholders Agreement is hereby
amended by adding the following words at the end of the first
paragraph of Section 2.5(c):
"provided, however, that if the Common Stock is
publicly traded on a nationally recognized securities
market or exchange, then the Fair Market Value shall be
determined by taking the average of the closing price of
the Common Stock on such market or exchange on March 5,
1996 and the five trading days preceding, and the five
trading days following, March 5, 1996, with the resulting
amount being the Fair Market Value for purposes of this
Section 2.5, and, in such event, it shall not be necessary to
use the services of a Referee."
3.2 Section 2.5(c) of the Shareholders Agreement shall now
read, in its entirety, as follows: "(c) FAIR MARKET VALUE.
For purposes of this Section 2.5, the Fair Market Value of
shares of Common Stock shall mean the fair market value
of shares as of the fifth anniversary of the date hereof
as determined by a Referee selected by Put Holders owning a
majority of the shares of Common Stock which are entitled to
be put to Ito-Yokado pursuant to this Section 2.5 from a
list of 3 proposed Referees prepared by Ito-Yokado at least
60 days prior to the fifth anniversary of the date hereof.
The Company shall bear 50% of all of the costs and expenses
of the Referee, and the Put Holders who exercise the Put
Option
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shall bear 50% of all the costs and expenses of the
Referee on a pro rata basis based on the number of shares of
Common Stock sold by each such Put Holder pursuant to the
Put Option. Such Referee will determine the fair
market value of such property within 30 days following its
selection as such. The Referee shall use one or more
valuation methods that it, in its best professional
judgment, determines to be most appropriate to value the
Company as an entirety, without giving effect to any
discount for the lack of liquidity of the Common Stock or the
fact that the shares being sold represent a minority
interest; provided, however, that if the Common Stock is
publicly traded on a nationally recognized securities
market or exchange, then the Fair Market Value shall be
determined by taking the average of the closing price of the
Common Stock on such market or exchange on March 5, 1996
and the five trading days preceding, and the five trading
days following, March 5, 1996, with the resulting amount
being the Fair Market Value for purposes of this Section
2.5, and, in such event, it shall not be necessary to use the
services of a Referee.
The Company shall provide to such Referee such information and
data relevant to the valuation as the Referee shall
reasonably request."
4. MISCELLANEOUS. The headings herein are for the convenience
of reference only and shall not alter or otherwise affect the
meaning hereof. Except to the extent specifically amended or
modified hereby, the provisions of the Shareholders Agreement shall
not be amended, modified, impaired or otherwise affected hereby, and
the Shareholders Agreement is hereby confirmed in full force and
effect.
5. COUNTERPARTS. This Second Amendment may be executed in any
number of counterparts which together shall constitute one instrument.
6. GOVERNING LAW. THE LAWS OF THE STATE OF TEXAS SHALL GOVERN
THE INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THE
SECOND AMENDMENT, REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.
IN WITNESS WHEREOF, the parties hereto have executed this
Second Amendment as of the Effective Date first above written.
THE SOUTHLAND CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx, XX
--------------------------
Xxxxx X. Xxxxxxxx, XX
President and Chief Executive Officer
IYG HOLDING COMPANY
By: /s/ T. Suzuki
---------------------------
Toshifumi Suzuki President
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XXXXXXXX BROTHERS, L.P.
/s/ Xxxx X. Xxxxxxxx
---------------------
Xxxx X. Xxxxxxxx
General Partner of the Xxxx X. Xxxxxxxx Family Partnership
THE HAYDEN COMPANY
/s/ Xxxx X. Xxxxxxxx
---------------------
Xxxx X. Xxxxxxxx
President
THE WILLIAMSBURG CORPORATION
/s/ Xxxx X. Xxxxxxxx
---------------------
Xxxx X. Xxxxxxxx
Vice President
THE XXXXX CO.
/s/ Xxxx X. Xxxxxxxx
--------------------
Xxxx X. Xxxxxxxx President
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