EXHIBIT 10.19
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STOCK PURCHASE AGREEMENT
among
IRON AGE HOLDINGS CORPORATION,
THE STOCKHOLDERS OF
IRON AGE HOLDINGS CORPORATION,
and
IAH ACQUISITION CORP.
Dated as of December 26, 1996
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TABLE OF CONTENTS
1. DEFINITIONS......................................................... 1
1.1. Certain Matters of Construction............................... 1
1.2. Cross Reference Table......................................... 2
1.3. Certain Definitions........................................... 4
2. ACQUISITION......................................................... 10
3. PAYMENT AND CLOSING................................................. 11
3.1. Purchase Price................................................ 11
3.2. Time and Place of Closing..................................... 11
3.3. Delivery...................................................... 11
4. REPRESENTATIONS AND WARRANTIES OF THE SELLERS....................... 11
4.1. Organization and Authority.................................... 12
4.2. Authorization and Enforceability.............................. 12
4.3. Non-Contravention, Etc........................................ 12
4.4. Title to Stock................................................ 13
5. REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY.............. 13
5.1. Corporate Matters, etc........................................ 13
5.2. Financial Statements, etc..................................... 15
5.3. Change in Condition........................................... 16
5.4. Environmental Matters, etc.................................... 18
5.5. Real and Personal Property.................................... 18
5.6. Intangibles................................................... 19
5.7. Certain Contractual Obligations............................... 20
5.8. Insurance, etc................................................ 22
5.9. Litigation, etc............................................... 22
5.10. Compliance with Laws, etc..................................... 22
5.11. Tax Matters................................................... 23
5.12. Employee Benefit Plans........................................ 24
5.13. Brokers, etc.................................................. 26
5.14. Affiliate Transactions........................................ 26
6. REPRESENTATIONS AND WARRANTIES OF THE BUYER......................... 26
6.1. Corporate Matters, etc........................................ 27
6.2. Financial Condition, etc...................................... 27
6.3. Investment Intent, Related Matters............................ 28
6.4. Litigation.................................................... 28
6.5. Brokers, etc.................................................. 28
7. CERTAIN AGREEMENTS OF THE PARTIES.................................. 28
7.1. Access to Premises and Information........................... 28
7.2. Confidentiality Covenant..................................... 29
7.3. Operation of Business, Related Matters....................... 29
7.4. Preparation for Closing...................................... 31
7.5. Payment of Transfer Taxes and Other Charges.................. 33
7.6. Support Services, etc........................................ 33
7.7. Further Assurances........................................... 33
7.8. Financial Information........................................ 33
7.10. Other Offers................................................. 34
8. CONDITIONS TO THE OBLIGATION TO CLOSE OF THE BUYER................. 34
8.1. Representations, Warranties and Covenants.................... 34
8.2. Legality; Governmental Authorization; Litigation............. 35
8.3. Third Party Consents......................................... 35
8.4. Opinion of Counsel........................................... 35
8.6. General...................................................... 36
9. CONDITIONS TO THE OBLIGATION TO CLOSE OF THE SELLERS............... 36
9.1. Representations, Warranties and Covenants.................... 36
9.2. Payment of BCC Debt, etc..................................... 37
9.3. Legality; Government Authorization; Litigation............... 37
9.4. Opinion of Counsel........................................... 37
9.5. General...................................................... 37
10. EMPLOYMENT AND EMPLOYEE BENEFITS ARRANGEMENTS...................... 37
10.1. Employment of Affected Employees............................. 37
10.2. Substantially Equivalent Benefits............................ 38
10.3. WARN......................................................... 38
10.4. Third-Party Rights........................................... 39
10.5. Indemnity.................................................... 39
11. INDEMNIFICATION.................................................... 39
11.1. Indemnification.............................................. 39
11.2. Time Limitation on Indemnification........................... 40
11.3. Monetary Limitations on Indemnification...................... 41
11.4. Third Party Claims, etc...................................... 41
11.5. Certain Other Indemnity Matters.............................. 42
12. CONSENT TO JURISDICTION; JURY TRIAL WAIVER......................... 43
12.1. Consent to Jurisdiction...................................... 43
12.2. WAIVER OF JURY TRIAL......................................... 44
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13. TERMINATION........................................................ 44
13.1. Termination of Agreement.................................... 44
13.2. Effect of Termination....................................... 45
13.3. Time of Essence............................................. 45
14. MISCELLANEOUS...................................................... 45
14.1. Entire Agreement; Waivers................................... 45
14.2. Amendment or Modification................................... 46
14.3. Investigation; No Additional Representations................ 46
14.4. Severability................................................ 46
14.5. Successors and Assigns...................................... 47
14.6. Seller's Representative..................................... 47
14.7. Notices..................................................... 48
14.8. Public Announcements........................................ 49
14.9. Headings, etc............................................... 50
14.10. Disclosure.................................................. 50
14.11. Knowledge................................................... 50
14.12. Third Party Beneficiaries................................... 50
14.13. Counterparts................................................ 50
14.14. Governing Law............................................... 50
14.15. Strict Construction......................................... 50
14.16. Expenses.................................................... 50
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EXHIBITS
Exhibit 6.2 Commitment Letter
Exhibit 8.4 Form of Sellers' Counsel Opinion
Exhibit 9.4 Form of Buyer's Counsel Opinion
SCHEDULES
Schedule 1 - Selling Shareholders, Shares
Schedule 4.3 - Sellers' Exceptions to Non-Contravention
Schedule 5.1.2 - Company Exceptions to Non-Contravention
Schedule 5.1.3 - Title to Stock
Schedule 5.1.4 - Subsidiaries
Schedule 5.2.3 - Liabilities
Schedule 5.3.1 - Accounting Changes Since Balance Sheet Date
Schedule 5.3.2 - Changes in Condition Since the Balance Sheet Date
Schedule 5.4 - Environmental Matters
Schedule 5.5.1 - Personal Property
Schedule 5.5.2 - Real Property
Schedule 5.6 - Intellectual Property Rights
Schedule 5.7 - Contractual Obligations
Schedule 5.8 - Insurance
Schedule 5.9 - Litigation Matters
Schedule 5.10 - Compliance with Law
Schedule 5.11 - Tax Matters
Schedule 5.12 - Employee Benefits
Schedule 5.14 - Affiliate Transactions
Schedule 8.3 - Third Party Consents
Schedule 10.1 - Employee Payments
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STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 26th day
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of December, 1996, among Iron Age Holdings Corporation, a Delaware corporation
(the "Company"), each stockholder or holder of options or warrants of the
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Company, listed on Schedule 1 hereto (each singularly, a "Seller" or "Selling
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Party", and collectively, the "Sellers" or "Selling Parties" of the Company),
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and IAH Acquisition Corp. a Delaware corporation (the "Buyer").
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Recitals
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1. Each of the Sellers respectively owns the number of issued and
outstanding shares of Class A common stock of the Company, par value $.01 per
share (the "Class A Common Stock"), Class B-1 common stock of the Company, par
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value $.01 per share (the "Class B-1 Common Stock"), Class B-2 common stock of
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the Company, par value $.01 per share (the "Class B-2 Common Stock") and Class
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B-3 Common Stock of the Company, $.01 par value per share (the "Class B-3 Common
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Stock", collectively referred to herein with the Class B-1 Common Stock and
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Class B-2 Common Stock as the "Class B Common Stock" and the Class B Common
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Stock is collectively referred to with the Class A Common Stock as the
"Shares"), and options and warrants to purchase Class A Common Stock (the
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"Options and Warrants"), in each case as set forth opposite such Seller's name
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on Schedule 1 hereto.
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2. The Sellers desire to sell and transfer the Shares, Options and
Warrants to the Buyer and the Buyer desires to acquire (the "Purchase") the
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Shares, Options and Warrants from the Sellers, all upon the terms and subject to
the conditions set forth in this Agreement.
Agreement
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Therefore, in consideration of the foregoing and the mutual agreements and
covenants set forth below, the parties hereto hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement:
1.1 Certain Matters of Construction. In addition to the definitions
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referred to or set forth below in this Section 1:
(a) The words "hereof", "herein", "hereunder" and words of similar
import shall refer to this Agreement as a whole and not to any particular
Section or provision of this Agreement, and reference to a particular
Section of this Agreement shall include all subsections thereof.
(b) The words "party" and "parties" shall refer to the Sellers, the
Company and the Buyer.
(c) Definitions shall be equally applicable to both the singular and
plural forms of the terms defined, and references to the masculine,
feminine or neuter gender shall include each other gender.
(d) Accounting terms used herein and not otherwise defined herein are
used herein as defined by Generally Accepted Accounting Principles (as
defined below) in effect as of the date hereof, consistently applied.
(e) All references in this Agreement to any Exhibit or Schedule shall,
unless the context otherwise requires, be deemed to be a reference to an
Exhibit or Schedule as such may be amended in accordance with Section 7.4.4
hereof, as the case may be, to this Agreement, all of which are made a part
of this Agreement.
(f) The word "including" shall mean including without limitation.
1.2 Cross Reference Table. The following terms defined elsewhere in this
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Agreement in the Sections set forth below shall have the respective meanings
therein defined:
Term Definition
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"Agreement" Preamble
"Audited Financials" Section 5.2.1
"Balance Sheet" Section 5.2.1
"BCC Sellers" Section 14.6
"Buyer" Preamble
"Buyer Indemnitee" Section 11.1
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"Cash Consideration" Section 3.1
"Closing" Section 3.2
"Closing Date" Section 3.2
"Commitment Letter" Section 8.5
"Company" Preamble
"Company Plans" Section 5.12
"Confidentiality Agreement" Section 7.2
"Debt Payment" Section 3.1
"Contracts" Section 5.7
"Excess Amount" Section 11.3
"Final Termination Date" Section 13.1(d)
"Financial Statements" Section 5.2.1
"Financing" Section 8.5
"Financing Source" Section 8.5
"HSR Act" Section 6.1.3
"Indemnifying Party" Section 11.1
"Indemnitee" Section 11.1
"Individual Sellers" Section 14.6
"Interim Financials" Section 5.2.1
"IRS" Section 5.11
"Leases" Section 5.5.2
"Licenses" Section 5.6
"Options" Recitals
"Permits" Section 5.10
"Personalty Leases" Section 5.5.1
"Purchase" Recitals
"Purchase Price" Section 3.1
"Real Property" Section 5.5.2
"Reserved Claims" Section 11.2
"Securities Act" Section 6.3
"Seller" Preamble
"Sellers" Preamble
"Seller Indemnitee" Section 11.1
"Seller's Percentage" Section 3.1
"Selling Party" Preamble
"Shares" Recitals
"Warrants" Recitals
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1.3. Certain Definitions. The following terms shall have the following
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meanings:
1.3.1. Action. The term "Action" shall mean any material claim,
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action, cause of action or suit (in contract, tort or otherwise),
proceeding by any Person or by or before any Governmental Authority.
1.3.2. Affected Employees. The term "Affected Employees" shall mean
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all current employees of any of the Iron Age Companies as of the Closing
Date, including any such person who is on an approved leave of absence.
1.3.3. Affiliate. The term "Affiliate" shall mean, as to the Company
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(or other specified Person), each Person directly or indirectly
controlling, controlled by or under common control with the Company (or
such specified Person). For purposes of this definition, the term
"control" (including the terms "controlling," "controlled by" and "under
common control with") means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities or otherwise.
1.3.4. Balance Sheet Date. The term "Balance Sheet Date" shall mean
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October 31, 1996.
1.3.5. BCC ISI. The term "BCC ISI" shall mean BCC Industrial
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Services, Inc., a Delaware corporation.
1.3.6. BCC Debt. The term "BCC Debt" shall mean all debt (including,
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without limitation, all outstanding principal, prepayment premiums, if any,
and accrued interest, fees and expenses related thereto) of the Iron Age
Companies to MLA I, MLA II, MLA III, SLA I and SLA II.
1.3.7. Business. The term "Business" shall mean the business of the
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Iron Age Companies as such business is currently conducted.
1.3.8. Business Day. The term "Business Day" shall mean any day on
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which banking institutions in New York, New York are customarily open for
the purpose of transacting business.
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1.3.9. By-laws. The term "By-laws" shall mean the corporate by-laws
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of a corporation, as from time to time in effect.
1.3.10. Charter. The term "Charter" shall mean the certificate or
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articles of incorporation or organization or other charter or
organizational documents of any Person (other than an individual), each as
from time to time in effect.
1.3.11. COBRA. The term "COBRA" refers to the provisions of the
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Consolidated Omnibus Budget Reconciliation Act of 1985 relating to
continuation of health benefits in certain circumstances.
1.3.12. Code. The term "Code" shall mean the federal Internal Revenue
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Code of 1986, as amended.
1.3.13. Contractual Obligation. The term "Contractual Obligation"
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shall mean, with respect to any Person, any material contract, agreement,
deed, mortgage, lease, license, indenture, note, bond, or other material
document or instrument (including, without limitation, any material
document or instrument evidencing or otherwise relating to any indebtedness
but excluding the Charter and By-laws of such Person) to which or by which
such Person is legally bound.
1.3.14. Debt. The term "Debt" of any Person shall mean all obligations
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of such Person (i) for borrowed money, (ii) evidenced by notes, bonds,
debentures or similar instruments, other than operating leases, (iii)
representing the deferred purchase price of property or assets, (iv)
constituting capitalized lease obligations, and (v) in the nature of
guarantees of obligations of the type described in clauses (i) through (iv)
above of any other Person.
1.3.15. Enforceable. The term "Enforceable" shall mean, with respect
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to any Contractual Obligation, that such Contractual Obligation is the
legal, valid and binding obligation of the Person in question, enforceable
against such Person in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or
other laws affecting creditors' rights generally and general principles of
equity (whether considered in a proceeding at law or in equity).
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1.3.16. Environmental Laws. The term "Environmental Laws" shall mean
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any federal, state or local law as in effect as of the date hereof relating
to (i) releases or threatened releases of Hazardous Substances and (ii) the
manufacture, handling, transport, use, treatment, storage or disposal of
Hazardous Substances.
1.3.17. ERISA. The term "ERISA" shall mean the federal Employee
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Retirement Income Security Act of 1974 or any successor statute, as amended
and as in effect as of the date hereof.
1.3.18. Falcon. The term "Falcon" shall mean Falcon Shoe Mfg. Co. and
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the assets and properties related thereto.
1.3.19. Generally Accepted Accounting Principles. The term "Generally
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Accepted Accounting Principles" shall mean generally accepted accounting
principles in the United States as in effect and applied in the preparation
of the Financial Statements.
1.3.20. Xxxxxxx Xxxxx. The term "Xxxxxxx Sachs" shall mean Xxxxxxx,
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Sachs & Co.
1.3.21. Government Contract. The term "Government Contract" means a
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contract between the Company and the federal government of the United
States of America or any subdivision or agency thereof, which is subject to
the provisions of the Assignment of Claims Act.
1.3.22. Governmental Authority. The term "Governmental Authority"
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shall mean any federal, state or local government, any regulatory or
administrative agency (or any department, bureau or division thereof) or
court of competent jurisdiction under the laws of the United States or any
state of the United States.
1.3.23. Governmental Order. The term "Governmental Order" shall mean
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any material decree, stipulation, determination or award entered by any
Governmental Authority.
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1.3.24. Hazardous Substances. The term "Hazardous Substances" shall
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mean (i) substances defined in or regulated as toxic or hazardous under the
following federal statutes and their state counterparts, as well as these
statutes' implementing regulations, in each case, as amended and as in
effect as of the date hereof: the Hazardous Materials Transportation Act,
the Resource Conservation and Recovery Act, the Comprehensive Environmental
Response, Compensation and Liability Act, the Clean Water Act, the Safe
Drinking Water Act, the Asbestos Hazard Emergency Response Act, the Atomic
Energy Act, the Toxic Substances Control Act, the Federal Insecticide,
Fungicide, and Rodenticide Act, and the Clean Air Act; (ii) petroleum and
petroleum products, including crude oil and any fractions thereof; (iii)
natural gas, synthetic gas and any mixtures thereof; (iv) PCBs and (v)
asbestos.
1.3.25. Intangibles. The term "Intangibles" shall mean all of the
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following: (i) patents and patent applications and all forms and
equivalents thereof; (ii) rights to file patent applications and other
interests in inventions and discoveries, whether reduced to practice or
not, on which no patent application has been filed; (iii) copyrights and
all related and equivalent rights, including copyright registrations, and
applications for copyright registration; (iv) common law and other
trademarks, trade names, trade dress, and service marks, and registrations
and applications for registration thereof; (v) rights in industrial designs
and the like, and registrations and applications for registration thereof;
(vi) trade secrets; (vii) methods, processes, computer software, designs,
drawings, laboratory notebooks, technical data, know-how research and
development data, market reports, consumer investigations, product surveys,
distribution methods, and customer lists, whether or not secret and whether
or not reduced to writing; and (viii) licenses to or under and shop rights
in any of the foregoing.
1.3.26. Iron Age Companies. The term "Iron Age Companies" shall mean,
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collectively, the Company and its Subsidiaries (each of which individually
is sometimes referred to herein as an "Iron Age Company").
1.3.27. Legal Requirement. The term "Legal Requirement" shall mean any
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material federal, state or local statute, ordinance, code, rule or
regulation, or any material Governmental Order, or any material license,
franchise, consent, approval, permit or similar right granted under any of
the foregoing.
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1.3.28. Lien. The term "Lien" shall mean any mortgage, pledge, lien,
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security interest, attachment or encumbrance, provided, however, that the
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term "Lien", when used with reference to the assets (other than the capital
stock of any Subsidiary) of the Company or any Subsidiary, shall not
include (i) statutory liens for Taxes, (ii) encumbrances in the nature of
zoning restrictions, easements, rights or restrictions of record on the use
of real property if the same do not materially detract from the value of
the property encumbered thereby or materially impair the use of such
property in the Business as currently conducted or proposed to be
conducted, (iii) statutory or common law liens to secure landlords, lessors
or renters under leases or rental agreements confined to the premises
rented, (iv) deposits or pledges made in connection with, or to secure
payment of, worker's compensation, unemployment insurance, old age pension
programs mandated under applicable Legal Requirements or other social
security, (v) statutory or common law liens in favor of carriers,
warehousemen, mechanics and materialmen, statutory or common law liens to
secure claims for labor, materials or supplies and other like liens, and,
when used with reference to the capital stock of the Company or any
Subsidiary, shall not include any restrictions on transfer of securities
imposed by applicable state and federal securities laws.
1.3.29. Losses. The term "Losses" shall mean any and all losses,
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damages, deficiencies, awards, assessments, amounts paid in good faith
settlement, judgments, fines, penalties, costs and expenses (including,
without limitation, reasonable legal costs and expenses); provided,
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however, that the amount of any such Losses for the purposes of
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indemnification hereunder shall be determined net of the sum of any amounts
recovered by any Indemnitee under insurance policies with respect to such
Loss and the present value (based on a discount factor equal to the
applicable federal rate as determined under Section 1274(d)(1) of the Code)
of any Tax Benefit reasonably expected to be realized by the Indemnitee (or
any consolidated, combined or unitary group of which the Indemnitee is also
a member) arising from the incurrence or payment of such loss. Buyer and
Sellers agree that any indemnification payments under the Agreement shall
be considered an adjustment to the Purchase Price. Buyer agrees to make
all reasonable efforts to recover and cause its Affiliates to recover
amounts reasonably recoverable under insurance policies with respect to any
such Loss.
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1.3.30. Material Adverse Effect. The term "Material Adverse Effect"
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shall mean any change in or effect on the business of any of the Iron Age
Companies which has a material adverse effect on the business, assets,
earnings or financial condition of the Iron Age Companies taken as a whole.
1.3.31. MLA I. The term "MLA I" means Mezzanine Lending Associates I,
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L.P., a Delaware limited partnership.
1.3.32. MLA II. The term "MLA II" means Mezzanine Lending Associates
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II, L.P., a Delaware limited partnership.
1.3.33. MLA III. The term "MLA III" means Mezzanine Lending Associates
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III, L.P., a Delaware limited partnership.
1.3.34. Ordinary Course of Business. The term "Ordinary Course of
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Business" shall mean the ordinary course of the Iron Age Companies'
business consistent with current custom and practice.
1.3.35. Person. The term "Person" shall mean any individual,
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partnership, corporation, association, trust, joint venture, unincorporated
organization or other entity other than any Governmental Authority.
1.3.36. PNC. The term "PNC" shall mean PNC Bank, National Association.
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1.3.37. PNC Debt. The term "PNC Debt" shall mean all debt (including
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without limitation, all outstanding principal, prepayment premiums, if any,
and accrued interest, fees and expenses related thereto) of the Iron Age
Companies to PNC and Society National Bank.
1.3.38. SLA I. The term "SLA I" means Senior Lending Associates I,
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L.P., a Delaware limited partnership.
1.3.39. SLA II. The term "SLA II" means Senior Lending Associates II,
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L.P., a Delaware limited partnership.
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1.3.40. Subsidiary. The term "Subsidiary" shall mean any Person of
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which the Company (or other specified Person) shall own directly or
indirectly through a Subsidiary, a nominee arrangement or otherwise at
least a majority of the outstanding capital stock (or other shares of
beneficial interest) entitled to vote generally or shall otherwise control.
1.3.41. Tax Benefit. The term "Tax Benefit" shall mean any reduction
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in tax realized by any Person attributable to the consummation of the
transactions contemplated by this Agreement, which Tax Benefit shall be
determined after first taking all other items of income, gain, loss,
deduction or credit of such Person into account.
1.3.42. Taxes. The term "Tax" shall mean any (and in the plural
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"Taxes" shall mean all) federal, state, local or foreign income, gross
receipts, franchise, estimated, alternative minimum, add-on minimum, sales,
use, transfer, registration, value added, excise, severance, stamp,
occupation, premium, profit, windfall profit, customs, duties, real
property, personal property, capital stock, social security, employment,
unemployment, disability, payroll, license, employee, and other taxes,
withholding taxes, assessments, imposts, levies, and other charges of every
kind and nature arising under or imposed by any Legal Requirement,
including, without limitation, all interest, penalties and additions with
respect to any of the foregoing.
1.3.43. Tax Return. The term "Tax Return" shall mean all federal,
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state, local, and foreign Tax returns, Tax reports, claims for refund of
Tax, and declarations of estimated Tax, or other statement relating to
Taxes and any schedule or attachments to any of the foregoing or amendments
thereto, including (where permitted or required) consolidated, combined or
unitary returns for any group of entities.
1.3.44. WARN. "WARN" shall mean the Worker Adjustment and Retraining
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Notification Act of 1988.
2. ACQUISITION. Upon the terms, subject to the conditions, and in reliance on
the representations, warranties and covenants set forth herein, on the Closing
Date, each of the Sellers agrees to sell, transfer and deliver to the Buyer the
number of Shares, Options and Warrants, as the case may be, set forth opposite
such Seller's name in Schedule 1 hereto and
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the Buyer agrees to purchase and acquire from each of the Sellers such Shares,
Options and Warrants for the consideration specified in Section 3 hereof.
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3. PAYMENT AND CLOSING.
3.1. Purchase Price. In consideration of the sale and transfer of the
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Shares, Options and Warrants by the Sellers to the Buyer at the Closing the
Buyer will pay by wire transfer of immediately available funds an aggregate
amount equal to $138,000,000 (the "Purchase Price"). The Purchase Price shall
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be payable at the Closing (i) by wire transfer of immediately available funds,
to such accounts as the holders of the BCC Debt and the PNC Debt may specify, of
payment in full of the outstanding BCC Debt and PNC Debt, respectively (the
"Debt Payment"), and (ii) by wire transfer of immediately available funds, to
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such account or accounts as the Sellers may specify, of the balance of the
Purchase Price (the "Cash Consideration"). The Cash Consideration shall be
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allocated among each of the Sellers in the respective percentages (each a
"Seller's Percentage") set forth on Schedule 1.
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3.2. Time and Place of Closing. The closing (the "Closing") shall take
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place at the conference center of Ropes & Xxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx, at 10:00 a.m. (local time) on a date jointly specified by the parties
which date shall be not later than five Business Days after the satisfaction or
waiver of all conditions precedent set forth in Sections 8 and 9 hereof or at
such other time or place upon which the parties may agree (the day on which the
Closing takes place being referred to herein as the "Closing Date").
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3.3. Delivery. At the Closing, each of the Sellers shall deliver to the
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Buyer the certificate or certificates evidencing all of the Shares, Options and
Warrants held by such Seller against delivery by the Buyer to (a) the holders of
the BCC Debt and PNC Debt, their respective portions of the Debt Payment and (b)
the Sellers, the Cash Consideration.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLERS. In order to induce the Buyer
to enter into and perform this Agreement and to consummate the transactions
contemplated hereby, each of the Sellers, severally and not jointly, represents
and warrants to the Buyer, but only with respect to such Seller and the Shares,
Options and Warrants owned by such Seller that, except as set forth in the
Schedules to this Agreement:
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4.1. Organization and Authority.
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(a) In the case of each of SLA I, SLA II, MLA I, MLA II and MLA III,
such Seller is a limited partnership, duly formed, legally existing and in
good standing under the laws of the State of Delaware and each Seller has
full power and authority to enter into this Agreement, to carry out and
perform its obligations hereunder and to consummate the transactions
contemplated hereby.
(b) In the case of BCC ISI, such Seller is a corporation, duly
formed, legally existing and in good standing under the laws of the State
of Delaware and has full power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby.
4.2. Authorization and Enforceability. This Agreement has been duly
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authorized, executed and delivered by, and is Enforceable against, such Seller.
4.3. Non-Contravention, Etc. Except as set forth in Schedule 4.3 hereto,
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the execution and delivery of this Agreement by such Seller and the consummation
by such Seller of the Closing hereunder in accordance with the terms and
conditions of this Agreement do not and will not conflict with or result in the
breach of any of the terms or provisions of, or constitute a default under, any
Contractual Obligation to which such Seller is a party or by which such Seller
is, or the Shares, Options and Warrants to be sold by such Seller hereunder are,
bound or any Legal Requirement applicable to such Seller or to the Shares,
Options and Warrants to be sold by such Seller. The existence of any such
conflict, whether or not set forth on Schedule 4.3, shall not constitute a
------------
failure on the part of such Seller to comply with the requirements of Section
8.1.1 hereof to the extent that any such conflict shall have been waived prior
to the Closing in writing by the other party to such Contractual Obligation or
by the appropriate Governmental Authority. No consent is required to be
obtained by such Seller in connection with the execution, delivery and
performance of this Agreement by such Seller or the sale of the Shares, Options
and Warrants to be sold by such Seller as contemplated hereby, except as set
forth in Schedule 4.3 and other than any consent where the failure of such
------------
Seller to obtain such consent would not materially and adversely affect the
Seller's ability to consummate the Closing hereunder in accordance with the
terms and conditions of this Agreement, would not prevent such Seller from
performing in all material respects any of its
-12-
obligations under this Agreement and would not materially and adversely affect
the Business or the financial condition or earnings of the Iron Age Companies on
a consolidated basis.
4.4. Title to Stock. Such Seller is the sole record and beneficial owner
--------------
of and has good and valid title to the Shares, Options and Warrants set forth
opposite such Seller's name on Schedule 1 hereto which will be sold by such
----------
Seller as contemplated hereby, free and clear of any Liens.
5. REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. In order to induce
the Buyer to enter into and perform this Agreement and to consummate the
transactions contemplated hereby, the Company represents and warrants to the
Buyer that, except as set forth in the Schedules:
5.1. Corporate Matters, etc.
----------------------
5.1.1. Organization, Power and Standing of the Company; Authorization.
--------------------------------------------------------------
The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware and the Company has
the corporate power and authority to own, operate or lease its properties
and to carry on its business in all material respects as currently
conducted. This Agreement has been duly authorized, executed and delivered
by, and is Enforceable against, the Company.
5.1.2. Non-Contravention, etc. Except for items listed on Schedule
---------------------- --------
5.1.2, neither the execution, delivery or performance of this Agreement nor
-----
the consummation of the Closing hereunder in accordance with the terms and
conditions of this Agreement does or will constitute, result in or give
rise to (i) a material breach, violation or default under any Legal
Requirement applicable to any Iron Age Company, (ii) a material breach of
or a default under any Charter or By-Laws provision of any Iron Age
Company, (iii) the imposition of any material Lien upon any asset of any
Iron Age Company or (iv) a material breach of or a default under (or the
acceleration of, or the right of any Person to accelerate, the time for
performance of any material obligation under), or the right of any Person
to terminate, modify, or cancel, any Contractual Obligation of any Iron Age
Company. Except as set forth in Schedule 5.1.2, no approval, consent,
waiver, authorization or other order of, and no declaration, filing,
registration, qualification or recording with, any Governmental Authority
or Person is
-13-
required to be obtained or made by or on behalf of any Iron Age Company in
connection with the execution, delivery or performance of this Agreement
and the consummation of the Closing hereunder in accordance with the terms
and conditions of this Agreement, except those (i) which shall have been
obtained or made on or prior to, and shall be in full force and effect at,
the Closing Date and (ii) where failure to obtain such approval, consent,
waiver, authorization or other order, or to make such declaration, filing,
registration, qualification or recording has not had and is not reasonably
expected to have a Material Adverse Effect.
5.1.3. Title to Stock. The entire authorized capital stock of the
--------------
Company consists of (i) 30,000 shares of Class A common stock of which
6,020 shares are issued and outstanding and 15,714 shares are reserved for
issuance upon exercise of the Options and Warrants and (ii) 95,000 shares
of Class B common stock of which 95,000 shares are issued and outstanding.
The Shares constitute all of the issued and outstanding shares of capital
stock of the Company and are duly authorized, validly issued and are fully
paid and nonassessable. The Shares, Options and Warrants are held of record
by the Sellers as set forth on Schedule 1 hereto. Except for this Agreement
----------
or as set forth on Schedule 5.1.3, and the Options and the Warrants, there
--------------
is no Contractual Obligation pursuant to which the Company has granted any
option, warrant or other right to any Person to acquire the shares of
common stock or any other securities of, or equity interests in, the
Company or any of its Subsidiaries or any stock appreciation, phantom
stock, or similar rights with respect to the Company or any of its
Subsidiaries.
5.1.4. Subsidiaries. Schedule 5.1.4 sets forth a true and complete
------------ --------------
list of all Subsidiaries of the Company, including the name and
jurisdiction of incorporation or organization of each such Subsidiary. Each
Subsidiary listed on Schedule 5.1.4 is a corporation duly incorporated and
--------------
validly existing under the laws of its respective jurisdiction of
incorporation, has the corporate power and authority to own, operate or
lease the properties and assets now owned, operated or leased by such
Subsidiary and to carry on its business in all material respects as
currently conducted, and each Iron Age Company is duly qualified as a
foreign corporation in each jurisdiction indicated on Schedule 5.1.4. Each
--------------
Subsidiary listed on Schedule 5.1.4 is wholly-owned by the Company (either
--------------
directly or indirectly by way of ownership through another Subsidiary
listed on Schedule 5.1.4). The Company or another Subsidiary, as the case
--------------
may be,
-14-
has good title to all of the capital stock of each Subsidiary listed on
Schedule 5.1.4, free and clear of any Liens except as set forth on Schedule
5.1.4.
5.1.5. Charter and By-laws. The Company has heretofore delivered or
-------------------
made available to the Buyer true and complete copies of the Charter and By-
laws of each Iron Age Company, in each case as in effect on the date
hereof.
5.2. Financial Statements, etc.
-------------------------
5.2.1. Financial Information. The Buyer has been furnished with each
---------------------
of the following:
(a) The consolidated audited balance sheets of the Company and its
consolidated Subsidiaries as of January 31, 1996, 1995 and 1994 and the
related statements of earnings and shareholders equity and cash flows for
each of the fiscal years then ended, accompanied by the notes thereto and
the report thereon of Ernst & Young (collectively, the "Audited Financials"
------------------
and, together with the Interim Financials (as defined in paragraph (b)
below), the "Financial Statements").
--------------------
(b) The unaudited consolidated balance sheet (the "Balance Sheet")
-------------
of the Company and its consolidated Subsidiaries as of the Balance Sheet
Date and related unaudited consolidated statements of earnings and cash
flows for the nine-month period then ended (collectively the "Interim
-------
Financials").
----------
5.2.2. Character of Financial Information. Except as set forth in
----------------------------------
Schedule 5.2.2 or disclosed in such Financial Statements, the Financial
--------------
Statements were prepared in accordance with Generally Accepted Accounting
Principles consistently applied throughout the periods specified therein
and present fairly, in all material respects, the consolidated financial
position and consolidated results of operations and cash flows of the
Company and its Subsidiaries as of the dates and for the periods specified
therein in conformity with Generally Accepted Accounting Principles. The
representation in the immediately preceding sentence with respect to the
Interim Financials is further subject to an absence of footnotes and to
normal year-end adjustments, which, to the Company's knowledge, are not
expected to be, in the aggregate, material.
-15-
5.2.3. Absence of Certain Liabilities. Except as referred to in
------------------------------
Schedule 5.2.3 or this Agreement, to the knowledge of the Company, no Iron Age
--------------
Company has any material liabilities, whether absolute, accrued or contingent,
and whether due or to become due or otherwise, other than, to the extent the
existence thereof is consistent with all other representations and warranties of
the Company in this Agreement, the following:
(i) liabilities of any Iron Age Company set forth on or
reflected or provided for in any of the Financial Statements (or referred
to specifically in the notes thereto and not by reference to any general
category of unspecified commitments and contingencies);
(ii) liabilities of any Iron Age Company incurred in the
Ordinary Course of Business since January 31, 1996;
(iii) liabilities of any Iron Age Company in respect of the
Contracts (as defined in Section 5.7) or in respect of any contractual
obligations or agreements not required to be scheduled pursuant to this
Agreement;
(iv) liabilities of any Iron Age Company in respect of any
Company Plan (as defined in Section 5.12), or in respect of Taxes (as
defined in Section 1.3.42); and
(vi) liabilities of any Iron Age Company to any other Iron
Age Company.
5.3 Change in Condition.
-------------------
5.3.1. Accounting Practices. Except for the matters set forth in
--------------------
Schedule 5.3.1, since the Balance Sheet Date the Company has not made or
--------------
agreed to make, and has not permitted any of its Subsidiaries to make or
agree to make, any material change in its methods of accounting or
accounting practices.
5.3.2. Since Balance Sheet Date. Except for matters set forth in
------------------------
Schedule 5.3.2 (and except as otherwise expressly contemplated by the terms
--------------
of this Agreement) since
-16-
the Balance Sheet Date the Business has been conducted only in the Ordinary
Course of Business and:
(a) Other than transactions between or among the Company and its
Subsidiaries, neither the Company nor any of its Subsidiaries has:
(i) entered into any Contractual Obligation other than this
Agreement relating to (A) the sale of any capital stock or
equity interest in any Iron Age Company, (B) the purchase
of assets constituting all or a substantial part of a
business or (C) any merger, consolidation or other business
combination;
(ii) settled or agreed to settle any Action in excess of
$100,000 or any claim of any other Person in excess of
$100,000;
(iii) mortgaged, pledged or subjected to any Lien any of their
assets other than (A) conditional sales or similar security
interests granted in connection with the lease or purchase
of equipment or supplies in the Ordinary Course of
Business, (B) Liens disclosed on Schedule 5.5.1 hereto and
--------------
(C) Liens securing liabilities not in excess, in the
aggregate, of $250,000;
(iv) sold, leased, transferred or exchanged property having a
fair market value in excess of $250,000 for less than the
fair value thereof; or
(v) declared or paid any dividends or made or agreed to make
any other distributions on, or repurchased, redeemed or
agreed to repurchase or redeem, any shares of its capital
stock (other than as expressly contemplated by the terms of
this Agreement).
(b) None of the Iron Age Companies has entered into any Contractual
Obligation to do any of the actions referred to in clause (a) above; and
-17-
(c) There has not been any material adverse change in the Business,
earnings or financial condition of the Iron Age Companies, taken as a
whole, other than changes resulting from general economic, conditions or
circumstances affecting the Iron Age Companies not materially more
adversely than its competitors.
5.4. Environmental Matters, etc. Except as set forth in Schedule 5.4 or
-------------------------- ------------
except as has not had and is not reasonably expected to have a Material Adverse
Effect, each of the Iron Age Companies is as of the date hereof and has been (x)
since January 1, 1991, with respect to all Iron Age Companies other than Falcon;
and (y) since August 1, 1994 with respect to Falcon, in compliance in all
material respects with all Environmental Laws. Except as set forth in Schedule
--------
5.4, (x) there is no Action pending and, (y) to the knowledge of the Company,
---
there is no Action threatened against and no inquiry or investigation pending of
any Iron Age Company in respect of (i) noncompliance by any Iron Age Company
with any Environmental Laws or (ii) the release or threatened release into the
environment of any Hazardous Substance by any Iron Age Company or (iii) the
handling, storage, use, transportation or disposal of any Hazardous Substance by
any Iron Age Company. Except as set forth in Schedule 5.4, (x) since January 1,
------------
1991 with respect to all Iron Age Companies other than Falcon, and (y) since
August 1, 1994 with respect to Falcon, no Iron Age Company has obtained any
Phase I or Phase II environmental report regarding any property owned, leased or
used, or previously owned, leased or used, by any Iron Age Company.
5.5 Real and Personal Property.
--------------------------
5.5.1. Each Iron Age Company has valid title to all of its material
personal property (other than Intangibles), and such material personal
property (other than Intangibles) is not subject to any Lien except as set
forth on Schedule 5.5.1 hereto. Except for any instances which individually
--------------
or in the aggregate have not had and are not reasonably expected to have a
Material Adverse Effect, (i) all leases and licensing agreements for
personal property (other than Intangibles) ("Personalty Leases") leased or
licensed by any of the Iron Age Companies requiring payments by any Iron
Age Company of more than $50,000 in any one year are valid and in full
force and effect, and are listed on Schedule 5.5.1; (ii) the Iron Age
Companies have performed in all material respects all obligations required
to be performed by them under such Personalty Leases; (iii) no event or
condition exists which constitutes or, with the giving of notice or the
passage of time or both, would constitute a material default by
-18-
any of the Iron Age Companies as lessee or licensee under such Personalty
Leases; and (iv) except as set forth on Schedule 5.1.2., no consent of any
---------------
party to such Personalty Leases is required in connection with the
execution, delivery and performance of this Agreement. To the knowledge of
the Company, no event or condition exists which constitutes or, with the
giving of notice or the passage of time or both, would constitute a
material default by any Person other than an Iron Age Company under such
Personalty Leases.
5.5.2. Schedule 5.5.2 sets forth a list of all real property owned by
--------------
any of the Iron Age Companies, and all real property leased to the Iron Age
Companies (the "Real Property"). Except as set forth on Schedule 5.5.2,
------------- --------------
each Iron Age Company has good and valid title to all Real Property owned
by it, free and clear of any Liens. Except for any instances which
individually or in the aggregate have not had and are not reasonably
expected to have a Material Adverse Effect, (i) all leases (the "Leases")
------
of Real Property leased to the Iron Age Companies are valid and in full
force and effect; (ii) the Iron Age Companies have performed in all
material respects all obligations required to be performed by them under
such Leases; and (iii) no event or condition exists which constitutes or,
with the giving of notice or passage of time or both, would constitute a
material default by any of the Iron Age Companies as lessee under such
Leases and (iv) except as set forth in Schedule 5.1.2., no consent of any
---------------
party to such Leases is required in connection with the execution, delivery
and performance of this Agreement. To the knowledge of the Company, no
event or condition exists which constitutes or, with the giving of notice
or the passage of time or both, would constitute a material default by any
Person other than an Iron Age Company under such Leases.
5.5.3. The Real Property and all of the personal property (other than
Intangibles) owned, leased or licensed by the Iron Age Companies and the
Intangibles owned, leased, licensed or used by the Iron Age Companies
together are generally sufficient for the operation of the Business as
currently conducted.
5.6 Intangibles. Schedule 5.6 lists all significant trademarks, product
----------- ------------
names, service marks, logos and copyrights (including registrations and
applications therefor) that are owned, licensed or used by any of the Iron Age
Companies, other than commercially available software programs and sales
brochures, product literature and catalogs used in the Ordinary Course of
Business. Schedule 5.6 also lists each license or other Contractual Obligation
------------
under
-19-
which any Intangible listed on Schedule 5.6 is licensed by the Iron Age
------------
Companies (the "Licenses"). Except as disclosed on Schedule 5.6 or Schedule 5.7
-------- ------------ ------------
there is no license or other Contractual Obligation under which the Company is a
licensor with respect to any Intangibles. To the knowledge of the Company, (i)
use by the Iron Age Companies of the Intangibles does not infringe any rights of
any third party and (ii) no activity of any third party infringes upon the
rights of the Iron Age Companies with respect to any of the Intangibles, in each
case except where such infringement has not had and is not reasonably expected
to have a Material Adverse Effect.
5.7 Certain Contractual Obligations. Set forth on Schedule 5.7 hereto is
------------------------------- ------------
a true and complete list of all of the following Contractual Obligations of the
Iron Age Companies:
(a) All collective bargaining agreements and all written employment or
consulting agreements pursuant to which services are rendered or to be
rendered to the Iron Age Companies (other than the Company Plans)
involving, in each case, payments in excess of $75,000 in any year;
(b) All Contractual Obligations under which any Iron Age Company is or
will after the Closing be restricted in any material respect from carrying
on any business anywhere in the world (other than use restrictions
contained in any of the Leases, Personalty Leases and Licenses);
(c) All Contractual Obligations (but excluding options for shares) to
sell or otherwise dispose of any assets having a fair market value in
excess of $250,000 except in the Ordinary Course of Business;
(d) All Contractual Obligations between any Iron Age Company on the
one hand and any Affiliate of any Iron Age Company (other than the Iron Age
Companies) on the other hand;
(e) All Contractual Obligations (including, without limitation,
partnership and joint venture agreements) under which (i) any Iron Age
Company has any liability or obligation for Debt or constituting or giving
rise to a guarantee of any liability or obligation of any Person (other
than any Iron Age Company) or (ii) any Person has any liability or
obligation constituting or giving rise to a guarantee of any liability or
-20-
obligation of any Iron Age Company, in either case involving any Debt or
Liability in excess of $250,000 individually;
(f) All Contractual Obligations entered into since January 1, 1990
pursuant to which any Iron Age Company incurred an obligation to pay any
amounts in excess of $250,000 in respect of indemnification obligations,
purchase price adjustment or otherwise in connection with any (i)
acquisition or disposition of assets constituting a business or securities
representing a controlling interest in any Person, (ii) merger,
consolidation or other business combination, or (iii) series or group of
related transactions or events of a type specified in subclauses (i)
through (ii);
(g) All Contractual Obligations (including Government Contracts)
pursuant to which any Iron Age Company may be expected to perform services
with a value in excess of $250,000 and which cannot be canceled by any Iron
Age Company within 30 days, except for customer purchase orders received in
the Ordinary Course of Business;
(h) All Contractual Obligations pursuant to which any Iron Age Company
may be obligated to pay for goods and services to be delivered or performed
in excess of $250,000 per year, except for purchase orders issued in the
Ordinary Course of Business;
(i) Any partnership or joint venture agreement involving potential
liability in excess of $100,000;
(j) Any material confidentiality agreement under which any Iron Age
Company has any obligation of confidentiality and;
(k) Any other Contractual Obligation creating obligations or
liabilities on the part of any Iron Age Company in excess of $250,000 per
year, or creating the right on the part of the Iron Age Companies to
receive payment of more than $250,000 per year, except for purchase orders
issued or received in the Ordinary Course of Business.
Each of the Contractual Obligations listed or required to be listed on Schedule
--------
5.7 hereto, that has not been fully performed as of the date hereof, shall be
---
referred to herein collectively as
-21-
the "Contracts". Except as set forth in Schedule 5.1.2, no consent of any party
--------- --------------
to any such Contract is required in connection with, nor will any party to such
Contract obtain the right to terminate, modify, or cancel such Contract as a
result of, the execution, delivery and performance of this Agreement. No breach
or default in performance by any Iron Age Company under any of the Contracts has
occurred and is continuing and no event has occurred which with notice or lapse
of time or both would constitute such a breach or default, other than any breach
or default which has not had and is not reasonably expected to have a Material
Adverse Effect. To the knowledge of the Company, no material breach or default
by any other Person under any of the Contracts has occurred and is continuing,
and no event has occurred which with notice or lapse of time or both would
constitute such a material breach or default.
5.8. Insurance, etc. Schedule 5.8 is a true and accurate list as of the
-------------- ------------
date hereof of all significant policies or binders of insurance covering the
operations of the Iron Age Companies. The Company has delivered or made
available to the Buyer true and accurate copies of all such policies or binders
as in effect on the date hereof. To the knowledge of the Company, none of the
Iron Age Companies is in any material default with respect to its obligations
under any of such policies.
5.9. Litigation, etc. Except as set forth on Schedule 5.9 or as has not
--------------- ------------
had and is not reasonably expected to have a Material Adverse Effect, as of the
date hereof (x) there is no Action pending and, (y) to the knowledge of the
Company, there is no Action threatened against and no inquiry or investigation
pending of any Iron Age Company. There is no Action pending or, to the
knowledge of the Company, threatened which seeks rescission of or seeks to
enjoin the consummation of this Agreement or any of the transactions
contemplated hereby.
5.10. Compliance with Laws, etc. The operations of the Business are and (x)
-------------------------
since January 1, 1991 with respect to all Iron Age Companies other than Falcon,
and (y) since August 1, 1994 with respect to Falcon, have been, in compliance in
all material respects with applicable Legal Requirements, except as set forth in
Schedule 5.10 or as has not had and is not reasonably expected to have a
-------------
Material Adverse Effect. The Iron Age Companies have been granted all licenses,
permits, consents, approvals, franchises and other authorizations under any
Legal Requirement necessary for and material to the conduct of the Business,
except where the failure to obtain such licenses, permits, consents, approvals,
franchises or other authorization has not had and is not reasonably expected to
have a Material Adverse Effect (the "Permits"). Since January 1, 1996, the
-------
Company has not received any notice that any
-22-
Governmental Authority or other licensing authority will revoke, cancel,
rescind, materially modify or refuse to renew in the ordinary course any of the
Permits. Except as set forth in Schedule 5.10, all such Permits are in full
-------------
force and effect on the date hereof. Except as set forth on Schedule 5.1.2, no
--------------
consent of any Governmental Authority is required to be obtained by any Iron Age
Company under any Permit in connection with, nor will any Governmental Authority
obtain the right to terminate, modify or cancel any Permit as a result of, the
execution, delivery and performance of this Agreement.
5.11. Tax Matters.
-----------
Except as set forth on Schedule 5.11:
-------------
(i) Each of the Iron Age Companies has timely filed or has had
timely filed on its behalf all material Tax Returns that it
was required to file on or before the date hereof (or the
Closing Date), and has timely paid all Taxes shown thereon
as owing or otherwise owed by any Iron Age Company, except
where the failure to file Tax Returns or to pay Taxes has
not had and is not reasonably expected to have a Material
Adverse Effect;
(ii) all deficiencies asserted in writing and any assessments
made as a result of any examinations of the Tax Returns
referred to in clause (i) by the Internal Revenue Service
("IRS") or the appropriate state, local or foreign taxing
---
authority have been paid in full;
(iii) none of the Iron Age Companies has received any written
notice of any audit, claim, deficiency or assessment
pending or proposed with respect to Taxes of any of the
Iron Age Companies;
(iv) none of the Iron Age Companies is party to any written
agreements or waivers extending the statutory period of
limitation applicable to any Taxes of the Iron Age
Companies;
-23-
(v) to the Company's knowledge, none of the Iron Age Companies
(A) files or is required to file any combined,
consolidated or unitary federal, state, local or foreign
Tax Returns (other than Tax Returns filed by a group the
common parent of which was the Company) and (B) is a party
to any Contractual Obligation relating to the allocation
or sharing of Taxes;
(vi) each Iron Age Company has withheld and paid all Taxes
required to have been withheld and paid in connection with
amounts paid or owing to any shareholder, employee,
creditor, independent contractor, or other third party;
(vii) other than Liens for Taxes not yet due and payable, there
are no Liens on any of the assets of any Iron Age Company
that arose in connection with any failure (or alleged
failure) to pay any Tax; and
(viii) the unpaid Taxes of each Iron Age Company do not exceed
the reserve for Tax liability set forth on the Balance
Sheet as adjusted for the passage of time since the
Balance Sheet Date in accordance with the past custom and
practice of the Company.
5.12. Employee Benefit Plans. Except as set forth on Schedule 5.12:
---------------------- -------------
(a) Schedule 5.12 lists each significant employee benefit plan,
-------------
program or policy (including, without limitation, each "employee benefit
plan" within the meaning of section 3(3) of ERISA) that is maintained or
otherwise contributed to by the Company or any of its Subsidiaries or as to
which any Iron Age Company has any liability or obligation (collectively,
"Company Plans").
-------------
(b) With respect to each of the Company Plans, the Company has made
available to the Buyer a current, accurate and complete copy thereof and,
to the extent applicable, (i) any related trust agreement, annuity contract
or other funding instrument; (ii) any summary plan description, (iii) the
two most recent annual Forms 5500 (if applicable) with respect to such
Company Plans and (iv) if such Company Plan
-24-
is intended to be a qualified single employer plan under Section 401(a) of
the Code, the most recent favorable determination letter received from the
Internal Revenue Service.
(c) Except as set forth in Schedule 5.12, (i) each Company Plan is in
-------------
compliance in all material respects with the applicable provisions, if any,
of ERISA, the Code and any other applicable laws or regulations except
where such noncompliance has not had and is not reasonably expected to have
a Material Adverse Effect; (ii) each Company Plan that is intended to be
qualified within the meaning of section 401(a) of the Code has received a
favorable determination letter as to its qualification and satisfies the
requirements of a "qualified plan" under the Code; (iii) no "reportable
event" (as such term is used in section 4043 of ERISA), "prohibited
transaction" (as such term is used in section 4975 of the Code or section
406 of ERISA) or "accumulated funding deficiency" (as such term is used in
section 412 or 4971 of the Code) has heretofore occurred with respect to
any Company Plan that has had or is reasonably expected to have a Material
Adverse Effect; (iv) no material litigation or administrative or other
proceedings involving the Company Plans have occurred or are, to the
knowledge of the Company, threatened which has had or is reasonably
expected to have a Material Adverse Effect; (v) each Iron Age Company has
complied with the health care continuation requirements of Section 601, et.
--
seq. of ERISA with respect to employees and their spouses, former spouses
---
and dependents, except where failure to comply has not had and is not
reasonably expected to have a Material Adverse Effect; and (vi) no Iron Age
Company has obligations under any Company Plan to provide health benefits
to former employees of a Iron Age Company except as specifically required
by law.
(d) No Iron Age Company maintains or contributes to any "multiemployer
plan" (as such term is defined in section 3(37) of ERISA) or has incurred
any material withdrawal liability with respect to any such plan that
remains unsatisfied.
(e) All contributions, premiums or other payments (including all
employer contributions and employee salary reduction contributions) which
are due from any Iron Age Company have been paid to each of the Company
Plans, and all contributions, premiums or other payments payable by any
Iron Age Company for any period ending on or before the Closing which are
not yet due have been paid to each such Company
-25-
Plan or accrued on the Balance Sheet, as adjusted for the passage of time
since the Balance Sheet Date in accordance with the past custom and
practice of the Company.
(f) All required reports and descriptions (including Form 5500 annual
reports, summary annual reports, and summary plan descriptions) have been
properly filed with the appropriate Governmental Authority or distributed
appropriately with respect to each of the Company Plans.
(g) Except as set forth on Schedule 5.12, no Iron Age Company
maintains any defined benefit plans within the meaning of ERISA.
5.13. Brokers, etc. Except for payments to be made by the Sellers to
------------
Xxxxxxx Xxxxx, no broker, finder, investment bank or similar agent is entitled
to any brokerage or finder's fee in connection with the transactions
contemplated by this Agreement based upon agreements or arrangements made or
actions taken by or on behalf of the Sellers, the Company or any of their
respective Affiliates.
5.14. Affiliate Transactions. Except as set forth on Schedule 5.14, and
---------------------- -------------
except for the Company Plans, no Iron Age Company has any obligation or
liability to any Affiliate of the Company that is not an Iron Age Company and
since the Balance Sheet Date no Iron Age Company has engaged in any transaction
with any Affiliate of the Company.
6. REPRESENTATIONS AND WARRANTIES OF THE BUYER. In order to induce each Seller
to enter into and perform this Agreement and to consummate the transactions
contemplated hereby, the Buyer represents and warrants to each Seller as
follows:
6.1. Corporate Matters, etc.
----------------------
6.1.1. Organization, Power and Standing of the Buyer. The Buyer is a
---------------------------------------------
corporation duly incorporated, validly existing and in good standing under
the laws of the jurisdiction of its incorporation and has full power and
authority, corporate and
-26-
otherwise, to enter into this Agreement, to carry out and perform its
obligations hereunder and to consummate the transactions contemplated
hereby.
6.1.2. Authorization and Enforceability. This Agreement has been duly
--------------------------------
authorized, executed and delivered by, and is Enforceable against, the
Buyer.
6.1.3. Non-Contravention, etc. The execution, delivery and
----------------------
performance of this Agreement by the Buyer and the consummation by the
Buyer of the Closing hereunder in accordance with the terms and conditions
of this Agreement does not and will not conflict with or result in the
breach of any terms or provisions of, or constitute a default, under any
Contractual Obligation of or the Charter or By-Laws of the Buyer or a
breach of any Legal Requirement applicable to the Buyer. Except for
satisfaction of the notification requirements of the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), no consent
-------
is required to be obtained or made by or on behalf of the Buyer in
connection with the execution, delivery or performance of this Agreement
and the consummation of the transactions contemplated hereby, except (i)
for items which shall have been obtained or made on or prior to, and shall
be in full force and effect at, the Closing Date and (ii) where failure to
obtain such consent would not materially and adversely affect the Buyer's
ability to consummate the Closing hereunder in accordance with the terms
and conditions of this Agreement and would not prevent the Buyer from
performing in all material respects any of its obligations under this
Agreement.
6.2. Financial Condition, etc. Assuming Buyer had received the proceeds of
------------------------
the Financing, the Buyer will have as of the Closing sufficient funds in an
aggregate amount sufficient to (i) pay the Purchase Price and all contemplated
fees and expenses related to the transactions contemplated by this Agreement to
be paid by the Company or Buyer and (ii) provide adequate working capital for
the Business. Attached as Exhibit 6.2 hereto is a true and complete copy of the
Commitment Letter. As of the date hereof, Buyer knows of no reason why the
conditions to the Financing would not be satisfied.
6.3. Investment Intent, Related Matters. The Buyer is purchasing the
----------------------------------
Shares, Options and Warrants for its own account and has the present intention
of holding the Shares, Options and Warrants for investment purposes and not with
a view to, or for sale in connection with, any distribution thereof in violation
of any federal or state securities laws. The Buyer is
-27-
an Accredited Investor within the definition set forth in Rule 501(a) of the
Securities Act of 1933, as amended (the "Securities Act").
--------------
6.4. Litigation. To the knowledge of the Buyer, as of the date hereof,
----------
there is no Action pending or threatened (i) against the Buyer or any of its
Affiliates which has had a material adverse effect on the ability of the Buyer
to perform its obligations under this Agreement or (ii) which seeks rescission
of or seeks to enjoin the consummation of this Agreement or any of the
transactions contemplated hereby.
6.5. Brokers, etc. No broker, finder, investment bank or similar agent is
-------------
entitled to any brokerage or finder's fee in connection with the transactions
contemplated by this Agreement based upon agreements or arrangements made or
actions taken by or on behalf of the Buyer or any of its Affiliates.
7. CERTAIN AGREEMENTS OF THE PARTIES.
7.1. Access to Premises and Information. Prior to the Closing, the Company
----------------------------------
agrees that it will cause the Iron Age Companies to permit the Buyer, the
Financing Source and their respective representatives to have reasonable access
to the officers and other management personnel of the Iron Age Companies and the
documents, books and records of the Iron Age Companies and to make copies during
normal business hours of such financial and other information with respect to
the Iron Age Companies as the Buyer shall reasonably request; provided, however,
-------- -------
that (i) all such requests (and all other requests contemplated pursuant to this
Section 7.1) shall be made through Xxxxxxx Xxxxx or through one or more
employees or other agents of the Company who may, from time to time, be
designated in writing by the Sellers' Representative or its representatives as
appropriate contact Persons for such inquiries and (ii) the Buyer shall cause
Xxxxxxx Sachs or the Sellers' Representative to be notified at least two days
prior to any visits to the headquarters or other offices of the Company or any
of its Subsidiaries. The Buyer shall exercise its rights under this Section 7.1
in a manner that is reasonable and does not unreasonably interfere with the
operations of any of the Iron Age Companies.
7.2. Confidentiality Covenant. The Confidentiality Agreement dated
------------------------
October 8, 1996 as amended through the date hereof (the "Confidentiality
---------------
Agreement") by and between Fenway Partners, Inc. and Xxxxxxx Xxxxx on behalf of
---------
the Company and the Sellers is hereby
-28-
confirmed and acknowledged as a continuing obligation of the parties. Each
Seller will not, and will not permit any of its respective Affiliates to
disclose to any Persons or to use any information concerning the business or
affairs of any Iron Age Company ("Confidential Information"), except in the
Ordinary Course of Business or as required by Legal Requirement or in connection
with performing their obligations or enforcing their rights under this
Agreement. The term Confidential Information does not include information which
(i) becomes generally available to the public other than as a result of a
disclosure by any Seller or its respective representatives, or (ii) becomes
available after the Closing to any Seller on a non-confidential basis from a
source other than any Iron Age Company or its advisors, provided such source is
not bound by a confidentiality agreement with, or other legal contractual or
fiduciary obligation of secrecy to Buyer or any Iron Age Company. In the event
that any Seller or any Affiliate of a Seller is requested or required (by oral
question or request for information or documents in any legal proceeding,
interrogatory, subpoena, civil investigative demand, or similar process) to
disclose any Confidential Information, such Seller will notify the Buyer
promptly of the request or requirement so that the Buyer may seek, at its
expense, an appropriate protective order.
7.3. Operation of Business, Related Matters. From the date hereof and on
--------------------------------------
and prior to the Closing Date, except as otherwise permitted or required by this
Agreement, the Company will cause the Iron Age Companies to conduct the Business
in the Ordinary Course of Business and substantially as presently operated and
use reasonable efforts to maintain the value of the Business as a going concern.
From the date hereof and on and prior to the Closing Date no Seller will sell,
pledge or otherwise encumber his or its Shares, Options or Warrants, or enter
into any agreement to do so, without the prior written consent of the Buyer.
From the date hereof and prior to the Closing Date, except as expressly
contemplated by the terms of this Agreement, the Company will cause the Iron Age
Companies not to, without the prior written consent of Buyer, which consent will
not be withheld in bad faith:
(a) enter into any transactions otherwise than on an arms' length
basis with any Seller or any other Affiliate of the Iron Age Companies
(other than as contemplated by this Agreement and transactions in the
Ordinary Course of Business among the Iron Age Companies);
-29-
(b) pay any compensation other than in the Ordinary Course of Business
or increase any compensation of any officer or employee other than such
increases in compensation for employees as may be made in the Ordinary
Course of Business;
(c) incur any Debt (including, without limitation, any capital lease)
except in the Ordinary Course of Business;
(d) amend the Charter or Bylaws of any Iron Age Company or sell, lease
or otherwise dispose of any material assets (except (i) for sales or other
dispositions of inventory or excess equipment in the Ordinary Course of
Business and (ii) as may otherwise be permitted by the terms of this
Agreement);
(e) make any material change in the Business or operations of any of
the Iron Age Companies;
(f) make any capital expenditure in excess of $250,000 with respect to
the Business or enter into any contract or commitment therefor;
(g) enter into any Contractual Obligation involving more than $100,000
outside the Ordinary Course of Business;
(h) settle or agree to settle any Action in excess of $100,000 or any
claim of any other Person in excess of $100,000;
(i) enter into any Contractual Obligation relating to the sale of any
capital stock or equity interest in any Iron Age Company or make any
capital investment in, or any loan to, or any acquisition of the securities
or a substantial portion of the assets of, any other Person that is not an
Iron Age Company;
(j) declare, set aside, or pay any dividend or distribution with
respect to its capital stock or redeem, purchase, or otherwise acquire any
of its capital stock (other than as expressly contemplated by the terms of
this Agreement); or
(k) mortgage, pledge or subject to any Lien any of their assets other
than (A) conditional sales or similar security interests granted in
connection with the lease or
-30-
purchase of equipment or supplies in the Ordinary Course of Business, or
(B) Liens securing liabilities not in excess, in the aggregate, of $250,000
or (c) Liens disclosed on Schedule 5.5.1 hereto;
--------------
(l) sell, lease, transfer or exchange property having a fair market
value in excess of $250,000 for less than the fair market value thereof; or
(m) enter into any Contractual Obligation to do any of the actions
referred to in this Section 7.3.
The Buyer shall respond with reasonable promptness to any and all requests
by the Sellers for consent(s) for any Iron Age Company to take any of the
actions specified in this Section 7.3.
7.4 Preparation for Closing. The Buyer on the one hand and the Sellers on
-----------------------
the other hand will each use all reasonable best efforts to bring about the
fulfillment of each of the conditions precedent to the obligations of the other
set forth in this Agreement subject to the following:
7.4.1 HSR Filing. Promptly upon execution and delivery of this
----------
Agreement, each of Buyer and the Company will prepare and file, or cause to
be prepared and filed, with the appropriate Governmental Authorities, a
notification with respect to the transactions contemplated by this
Agreement pursuant to the HSR Act, supply all information requested by
Governmental Authorities in connection with the HSR notification and
cooperate with each other in responding to any such request. Buyer shall
be solely responsible for all filing fees required to be paid by it in
connection therewith. Sellers shall be solely responsible for all filing
fees required to be paid by Sellers or the Company in connection therewith.
7.4.2 Consents, etc. Prior to the Closing Date, the Company shall use
-------------
reasonable efforts (but the Company and the Sellers shall have no
obligation to pay any fees or incur any expenses) to secure required
written consents or waivers under or with respect to the Contracts
indicated on Schedule 8.3. If requested by the Company in connection with
------------
their attempts to obtain such consents, the Buyer shall execute
-31-
and deliver an agreement of assignment, assumption and attornment with
respect to and/or guarantee of the obligations under such Contracts.
7.4.3 Disclosure. From time to time, on and prior to the Closing
----------
Date, the Buyer shall promptly notify the Sellers upon becoming aware of
any fact, occurrence or event that would cause any of the representations
and warranties contained in Sections 4 or 5 hereof to be inaccurate or
incomplete in any material respect. From time to time, on and prior to the
Closing Date, the Sellers and the Company shall promptly notify the Buyer
upon becoming aware of any fact, occurrence or event that would cause any
of the representations and warranties contained in Sections 4 or 5 hereof
to be inaccurate or incomplete in any material respect. Notwithstanding the
foregoing provisions of this Section 7.4.3, neither the Sellers, the Buyer
nor the Company shall be deemed to have breached this Section 7.4.3 with
respect to any disclosure required herein if any disclosure required
hereunder is made by such Person prior to the Closing.
7.4.4 Supplemental Schedules. The Sellers may (but will not be
----------------------
required to), from time to time prior to or on the Closing Date, by notice
in accordance with this Agreement, supplement or amend the Schedules,
including without limitation one or more supplements or amendments to
correct any matter arising after the date of this Agreement which would
otherwise constitute a breach of any representation, warranty or covenant
herein contained; provided, however, that subject to the further provisions
-------- -------
of this Section 7.4.4, no supplement or amendment will affect the rights or
obligations of the parties to this Agreement. In the event supplemental or
amended schedules shall be delivered by Sellers to the Buyer on or after
the fourth Business Day prior to the Closing Date then in effect, such
Closing Date may, at the option of the Buyer, be deferred up to four
Business Days, and in the event such deferral of the Closing Date would
cause the Closing Date to be after the Final Termination Date, such Final
Termination Date shall be automatically deferred to the day after such
deferred Closing Date. If any of the matters disclosed in any such
supplement or amendment would constitute a material breach of any
representation, warranty or covenant herein contained before giving effect
to any such supplemental or amended schedule, then Buyer shall have the
right to terminate this Agreement with such termination being Buyer's sole
remedy relating to matters set forth in such amendments or supplements.
Notwithstanding any other provision hereof, in the event the Buyer does not
exercise its termination right, each supplement or amendment of any
Schedule will be effective to
-32-
cure and correct for all purposes any breach of any representation,
warranty or covenant relating to such Schedule not having read at all times
as so supplemented and amended.
7.5 Payment of Transfer Taxes and Other Charges. The Buyer shall be
-------------------------------------------
responsible for and shall pay all stock transfer Taxes, real property transfer
Taxes, sales Taxes, documentary stamp Taxes, recording charges and other similar
Taxes (excluding any income Taxes) arising in connection with the transactions
contemplated by this Agreement. Each of the parties hereto shall prepare and
file, and shall fully cooperate with each other party with respect to the
preparation and filing of, any Tax Returns and other filings relating to any
such Taxes or charges as may be required.
7.6 Support Services, etc. The Buyer acknowledges that BCC ISI provides
---------------------
or makes available to the Iron Age Companies certain administrative and support
services at a cost of $10,417 per month. The Buyer acknowledges that such
services, as well as the Consulting Services Agreement between the Company and
BCC ISI, will be terminated as of the Closing Date. All amounts owing to BCC ISI
for such services have been paid by the Company through October 31, 1996.
7.7 Further Assurances. Each party, upon the request from time to time
------------------
of any other party hereto after the Closing, and at the expense of the
requesting party but without further consideration, will do each and every act
and thing as may be necessary or reasonably requested to consummate the
transactions contemplated hereby in an orderly fashion.
7.8 Financial Information. On or prior to the Closing, the Company shall
---------------------
deliver to the Buyer, as promptly as practicable after they become available to
the Company, copies of (i) monthly earnings reports and month-end balance sheet
data and (ii) any quarterly unaudited consolidated balance sheets and statements
of earnings and cash flows.
7.9 Financing. Buyer agrees to use its reasonable best efforts to
---------
consummate the Financing.
7.10. Other Offers. Neither any Iron Age Company nor any Seller shall
------------
solicit or encourage inquiries or proposals with respect to, furnish any
information relating to or participate in any negotiations or discussions
concerning, or enter into any transaction
-33-
involving, any acquisition or purchase of all or a substantial portion of the
assets of, or a substantial equity interest in, any Iron Age Company, or any
business combination with any Iron Age Company, except as contemplated in this
Agreement. Each Iron Age Company and each Seller will instruct its officers,
directors, agents and Affiliates, to refrain from doing any of the above. The
Company or the Sellers will notify the Buyer immediately if any such inquiries
or proposals are received by, any such information is received from, or any such
negotiations or discussions are sought to be initiated with it or any of the
other persons or entities referred to above.
8. CONDITIONS TO THE OBLIGATION TO CLOSE OF THE BUYER. The obligations of the
Buyer to consummate the Closing under this Agreement are subject to the
satisfaction, at or prior to the Closing, of all of the following conditions,
compliance with which, or the occurrence of which, may be waived prior to the
Closing in writing by the Buyer in its sole discretion:
8.1 Representations, Warranties and Covenants.
-----------------------------------------
8.1.1. Continued Accuracy of Representations and Warranties. All
----------------------------------------------------
representations and warranties of the Sellers and the Company contained in
this Agreement shall be true and accurate in all material respects as of
the Closing Date as if made on the Closing Date, except for changes
expressly permitted or contemplated by this Agreement.
8.1.2. Performance of Agreements. The Sellers and the Company shall
-------------------------
have performed and satisfied, in all material respects, all covenants and
agreements required by this Agreement to be performed or satisfied by them
at or prior to the Closing.
8.1.3. Sellers' Closing Certificate. At the Closing, the Sellers shall
----------------------------
furnish a certificate, signed by each of the Sellers, dated the Closing
Date, to the effect that the conditions specified in Sections 8.1.1 and
8.1.2 hereof, to the extent relating to representations, warranties,
covenants and agreements of such Seller, have been satisfied.
8.1.4. Company's Closing Certificate. At the Closing, the Company
-----------------------------
shall furnish a certificate, signed by the President or the Vice President
the Company, dated
-34-
the Closing Date, to the effect that the conditions specified in Sections
8.1.1 and 8.1.2 hereof, to the extent relating to representations,
warranties, covenants and agreements of the Company, have been satisfied.
8.1.5 Outstanding Capital. The Shares shall constitute all the
-------------------
outstanding stock of the Company and the Options and Warrants shall
constitute all the Contractual Obligations pursuant to which the Company
has granted any option, warrant or other right to any Person to acquire the
shares of common stock or any other securities of, or equity interest in,
the Company. All Shares and all Options and Warrants shall have been
tendered to the Buyer for sale or for investment in Buyer at the Closing.
8.2 Legality; Governmental Authorization; Litigation. The acquisition of
------------------------------------------------
the Shares, Options and Warrants and the consummation of the other transactions
contemplated hereby, shall not be prohibited by any Legal Requirement, and all
necessary filings, if any, pursuant to the HSR Act shall have been made and all
applicable waiting periods thereunder shall have expired or been terminated. No
Action shall have been instituted at or prior to the Closing by any Person other
than a party hereto, or instituted by any Governmental Authority, relating to
this Agreement or any of the transactions contemplated hereby, the result of
which would prevent or make illegal the consummation of any such transaction or
would otherwise have a material adverse effect on the ability of the Buyer to
consummate the transactions contemplated hereby.
8.3 Third Party Consents. There shall have been obtained by the Company
--------------------
the consents listed on Schedule 8.3 hereto.
8.4 Opinion of Counsel. The Sellers and the Company shall have furnished
------------------
the Buyer with favorable opinions of Xxxxxxxxxxx & Xxxxxxxx LLP, Ropes & Xxxx
and Xxxxx, Xxxxxxxxxxx & Xxxxxx (or in each case other counsel reasonably
satisfactory to Buyer), each dated as of the Closing Date, with respect to the
matters set forth on Exhibit 8.4.
8.5 Financing. The Buyer shall have obtained the senior secured debt
---------
financing (the "Financing") to be provided pursuant to the commitment letter
---------
between Fenway Partners, Inc. and Banque Nationale de Paris (the "Financing
---------
Source") dated December 12, 1996, on the terms and conditions specified in such
------
commitment letter (the "Commitment Letter") and such additional commercially
-----------------
reasonable terms that are contemplated by the Commitment Letter to
-35-
be agreed upon by the parties thereto, and the portion of the Financing
necessary to consummate the transactions contemplated at the Closing and to fund
the working capital requirements of the Iron Age Companies after the Closing
shall have been funded or otherwise made available to the Buyer as of the
Closing Date.
8.6 General. All corporate proceedings required to be taken on the part
-------
of the Company and Sellers in connection with the transactions contemplated by
this Agreement shall have been taken. The Buyer shall have received copies of
such officers' certificates, good standing certificates, incumbency certificates
and other customary closing documents as the Buyer may reasonably request in
connection with the transactions contemplated hereby.
9. CONDITIONS TO THE OBLIGATION TO CLOSE OF THE SELLERS. The obligations of
the Sellers to consummate the Closing under this Agreement are subject to the
satisfaction, at or prior to the Closing, of all of the following conditions,
compliance with which, or the occurrence of which, may be waived prior to the
Closing in writing by the Sellers in their sole discretion:
9.1 Representations, Warranties and Covenants.
-----------------------------------------
9.1.1 Continued Accuracy of Representations and Warranties. All
----------------------------------------------------
representations and warranties of the Buyer contained in this Agreement
shall be true and accurate in all material respects as of the Closing Date
as if made on the Closing Date.
9.1.2 Performance of Agreements. The Buyer shall have performed and
-------------------------
satisfied, in all material respects, all covenants and agreements required
by this Agreement to be performed or satisfied by the Buyer at or prior to
the Closing.
9.1.3 Officer's Certificate. At the Closing, the Buyer shall furnish
---------------------
to the Sellers a certificate signed by the President or any Vice President
of the Buyer, dated the Closing Date, to the effect that the conditions
specified in Sections 9.1.1 and 9.1.2 hereof have been satisfied.
9.2 Payment of BCC Debt, etc. The Buyer shall have paid or made
------------------------
arrangements satisfactory to Sellers to pay in full on the Closing Date all BCC
Debt and PNC Debt then
-36-
outstanding and all accrued but unpaid obligations of any Iron Age Company
owed to BCC ISI as of the Closing Date relating to the services described in
Section 7.6 hereof.
9.3 Legality; Government Authorization; Litigation. The Sellers'
----------------------------------------------
consummation of the transactions contemplated hereby shall not be prohibited by
any Legal Requirement, and all necessary filings, if any, pursuant to the HSR
Act shall have been made and all applicable waiting periods thereunder shall
have expired or been terminated. No Action shall have been instituted at or
prior to the Closing by any Person other than a party hereto, or instituted by
any Governmental Authority, relating to this Agreement or any of the
transactions contemplated hereby, the result of which would prevent or make
illegal the consummation any such transaction or could otherwise have a material
adverse effect on the ability of the Sellers to consummate the transactions
contemplated hereby.
9.4 Opinion of Counsel. The Buyer shall have furnished the Sellers with
------------------
the favorable opinion of Ropes & Xxxx dated the Closing Date with respect to the
matters set forth in Exhibit 9.4.
9.5 General. All corporate proceedings required to be taken by the Buyer
-------
in connection with the transactions contemplated by this Agreement shall have
been taken. The Sellers shall have received copies of such officers'
certificates, good standing certificates, incumbency certificates and other
customary closing documents as the Sellers may reasonably request in connection
with the transactions contemplated hereby.
10. EMPLOYMENT AND EMPLOYEE BENEFITS ARRANGEMENTS.
10.1. Employment of Affected Employees. Buyer shall cause the Iron Age
--------------------------------
Companies to employ on the Closing Date, at the same rate of pay as in effect
immediately preceding the Closing Date, all Affected Employees. The Sellers
shall not retain any obligations or liabilities with respect to any benefits or
wages, regardless of whether such benefits or wages were accrued (or relate to
claims incurred) prior to, on or after the Closing Date, with respect to
Affected Employees. Except as set forth on Schedule 10.1, no Iron Age Company
-------------
or Seller (or any of their Affiliates) has agreed or is committed to make to any
Affected Employee any payment contingent upon or otherwise in connection with
this Agreement or any of the transactions contemplated hereby. Except as set
forth on Schedule 10.1, no obligation or liability to any Affected Employee will
-------------
be triggered or otherwise made
-37-
effective solely by the execution and delivery of this Agreement and the
consummation of sale of the Shares, Warrants and Options hereunder.
10.2. Substantially Equivalent Benefits. With respect to the Company Plans
---------------------------------
in effect immediately prior to the Closing Date, Buyer shall for a period of no
less than one year following the Closing Date continue to provide or cause to be
provided such plans, programs, agreements or arrangements on behalf of the
Affected Employees so as to provide, in the aggregate, employee benefits which
are substantially equivalent to the benefits provided to such individuals under
the Company Plans immediately prior to the Closing Date; provided, however, that
-------- -------
in no event shall such benefits in the aggregate be less than the benefits
provided to other similarly situated employees of Buyer and, provided, further
-------- -------
that the foregoing shall not limit the obligation of any Iron Age Company to
maintain a plan which, pursuant to an existing contract, must be maintained for
a period longer than one year. Notwithstanding the foregoing, Buyer shall
maintain or cause to be maintained for a period of not less than one year
following the Closing Date severance and benefit continuation arrangements for
the Affected Employees no less favorable to the Affected Employees than those in
effect immediately prior to the Closing Date and shall assume sole
responsibility for the payment of severance and benefit continuation benefits to
any Affected Employee whose employment with Buyer or with the Company or any of
its Subsidiaries is terminated on or after the Closing Date.
10.3. WARN. The Buyer shall indemnify the Sellers and their Affiliates and
----
defend and hold each of them harmless from and against any Losses which may be
incurred by any of them under WARN, or any state plant closing or notification
law, or otherwise, arising out of, or relating to, any actions taken by the
Buyer or the Company on or after the Closing Date.
10.4. Third-Party Rights. No provision of this Section 10 shall create any
------------------
third-party beneficiary rights in any employee or former employee (including any
beneficiary or dependent thereof), of the Company or any Subsidiaries of the
Company in respect of continued employment (or resumed employment) for any
specified period of any nature or kind whatsoever.
10.5. Indemnity. Buyer agrees to indemnify the Sellers and their
---------
Affiliates and defend and hold the Sellers and their Affiliates harmless from
and against any and all claims, losses, damages, expenses, obligations and
liabilities (including without limitation costs of collection,
-38-
attorney's fees and other costs of defense) arising out of any claims by or in
respect of any Affected Employee (or such Affected Employee's successors or
assigns) with respect to any of the obligations or liabilities assumed by Buyer
or retained by the Company hereunder or any other events arising out of matters
that occur on or after the Closing Date.
11. INDEMNIFICATION.
11.1. Indemnification. Subject to the terms of this Section 11, each of
---------------
the Sellers (each in its capacity as an indemnifying party, an "Indemnifying
------------
Party"), for itself only and not jointly in the case of the indemnification
-----
provided in Section 11.1.1(i) and 11.1.1(iii) below, and jointly and severally
in the case of the indemnification provided in Section 11.1.1(ii) below, agrees
to indemnify Buyer, its officers, directors, employees, agents and Affiliates,
other than any officer, director, employee, agent or Affiliate who is also a
Seller (each in its capacity as indemnified party, a "Buyer Indemnitee" or an
----------------
"Indemnitee") and hold each of such Buyer Indemnitees harmless, and the Buyer
----------
(in its capacity as indemnifying party, an "Indemnifying Party") agrees to
------------------
indemnify each of the Sellers, its officers, directors, employees, agents and
Affiliates (each in its capacity as indemnified party, a "Seller Indemnitee" or
an "Indemnitee") and hold each of such Seller Indemnitees harmless, from,
----------
against and in respect of any and all Losses arising from or related to any of
the following:
11.1.1. The Sellers. In the case of each Seller as an Indemnifying
-----------
Party (i) any breach of any representation or warranty made by such Seller
in this Agreement; (ii) any breach of any representation or warranty made
by the Company in this Agreement or any breach occurring on or before the
Closing of any covenant or agreement contained in this Agreement which is
to be performed by the Company; or (iii) any breach or violation of any
covenant or agreement contained in this Agreement which is to be performed
by such Seller.
11.1.2 The Buyer. In the case of the Buyer as Indemnifying Party (i)
---------
any breach of any representation or warranty made by or on behalf of the
Buyer in this Agreement; or (ii) any breach or violation of any covenant or
agreement contained in this Agreement which is to be performed by or on
behalf of the Buyer.
For purposes of indemnification under Section 11.1.1, other than with
respect to the breach of the representations and warranties contained in
Sections 5.2.2 (with respect to the
-39-
first sentence thereof), 5.3.2(c) and 5.7(b) and 5.7(j), any breach of any
representation or warranty by the Sellers or the Company contained in this
Agreement shall be deemed to constitute a breach of such representation or
warranty notwithstanding any limitation or qualification as to materiality set
forth in such representation or warranty, it being the intention of the parties
hereto that the limitation contained in the first sentence of Section 11.3
substitute for any such limitation or qualification as to materiality and that
the Buyer Indemnitees shall be indemnified and held harmless from and against
any and all Losses arising out of or based upon or with respect to the failure
of any such representation or warranty to be true, correct and complete in any
respect subject to the limitations imposed in Section 11.3 or elsewhere in this
Section 11.
11.3. Time Limitation on Indemnification. No claim may be made or suit
----------------------------------
instituted by any Buyer Indemnitee under any provision of this Section 11 after
May 15, 1998 except for Reserved Claims. No claim may be made or suit
instituted by any Seller Indemnitee against the Buyer under any provision of
this Section 11 after May 15, 1998 except for: (i) claims by any Seller
Indemnitee pursuant to Section 10 hereto and (ii) Reserved Claims. The term
"Reserved Claims" shall mean (i) all claims as to which any Indemnitee has given
----------------
any Indemnifying Party written notice (describing with reasonable specificity
the amount and basis of such claims) on or prior to May 15, 1998 and (ii) all
claims for Losses as a result of the breach of any representation or warranty
contained in Section 4.4, Section 5.11 or Section 5.12; provided, however, that
-------- -------
no claim may be made or suit instituted in respect of any breach of any
representation or warranty contained in Section 5.11 or Section 5.12 after the
statute of limitations (determined without regard to any extensions thereof)
applicable to the underlying Tax or ERISA matter in question shall have expired.
11.3. Monetary Limitations on Indemnification. Indemnifying Parties shall
---------------------------------------
not have any obligation to indemnify any Buyer Indemnitee under Section 11.1.1
(other than the representations and warranties contained in Sections 4.4, 5.11,
5.12(e) and 5.13) unless the aggregate cumulative total of all Losses incurred
by any Buyer Indemnitee with respect thereto exceeds three million dollars
($3,000,000) whereupon the Buyer Indemnitees shall be entitled to
indemnification for such Losses but only to the extent that the aggregate
cumulative total of such Losses exceeds three million dollars ($3,000,000).
Notwithstanding any other provision of this Agreement the total maximum
aggregate indemnification for all claims pursuant to Section 11.1.1 (other than
with respect to the breach of the representations and warranties contained in
Sections 4.4, 5.11, 5.12(e) and 5.13) shall not exceed ten million dollars
-40-
($10,000,000) for all Sellers as a group; provided, however, that, in addition
-------- -------
to the foregoing aggregate limit, (a) with respect to claims pursuant to Section
11.1.1(ii) each Seller shall only be liable in respect of a portion of the
aggregate joint and several indemnification obligation with respect thereto
equal to the Seller's Percentage thereof set forth opposite such Seller's name
on Schedule 1 hereto, and (b) each Seller's aggregate obligation under this
----------
Section 11 shall in no event exceed such Seller's Percentage of the Cash
Consideration; provided, further, however that in the event that a claim for
-------- ------- -------
indemnification is made by any Buyer Indemnitee with respect to Losses incurred
as a result of the breach of any representation or warranty contained in Section
4.4, Section 5.11, Section 5.12(e) or Section 5.13 which claim would cause the
aggregate obligation of a Seller which is a holder of BCC Debt under this
Section 11 to be in excess of such Seller's Percentage of the Cash
Consideration, each such Seller that is a holder of BCC Debt shall be liable in
respect of a portion of such excess (the "Excess Amount") in an amount equal to
-------------
the product obtained by multiplying (x) the percentage of total BCC Debt held by
such Seller, by (y) the Excess Amount, but in no event shall the total
--
obligation of any holder of BCC Debt under this provision exceed the sum of (x)
the Seller's Percentage of such holder of the Cash Consideration, plus (y) the
----
amount of BCC Debt held by such Seller.
11.4. Third Party Claims, etc. Promptly after (a) becoming aware of any
-----------------------
fact, occurrence or event which may give rise to a claim for indemnification
under this Section 11 or (b) the receipt by any Indemnitee of notice of the
commencement of any action or other claim against such Indemnitee by a third
party, such Indemnitee shall, if a claim with respect thereto is or may be made
against any Indemnifying Party pursuant to this Section 11, give such
Indemnifying Party written notice of the nature and basis of such claim;
provided that the failure of an Indemnitee to give prompt notice in the manner
provided herein shall not relieve any Indemnifying Party of its obligations
under this Section 11, (i) unless such Indemnifying Party is actually prejudiced
by such failure to give prompt notice or (ii) except as provided in Section 11.2
hereof. Prior to the thirtieth day after receipt by the Indemnifying Party of a
notice from the Indemnitee with respect to the commencement of an action or
other claim by a third party, the Indemnitee will defend against such claim
(provided that the Indemnitee shall not settle such claim). The Indemnifying
Parties shall have the right to defend such claim, at the Indemnifying Parties'
expense and with counsel of their choice reasonably satisfactory to the
Indemnitee, provided that the Indemnifying Parties so notify the Indemnitee
within 30 days after receipt of such notice. So long as the Indemnifying Parties
are conducting the defense of such claim as provided in the previous sentence,
the Indemnitee may retain separate co-counsel
-41-
at its sole cost and expense and may participate in defense of such claim, and
the Indemnifying Parties will not consent to the entry of any judgment or enter
into any settlement with respect to such claim without the prior written consent
of each Indemnitee, which consent shall not be unreasonably withheld. In the
event the Indemnifying Parties do not assume defense of such claim as so
provided, (x) the Indemnitee shall defend against such claim provided that the
Indemnitee shall not settle such claim without the prior written consent of the
Indemnifying Party which consent shall not be unreasonably withheld and (y) the
Indemnifying Parties will remain responsible for any Losses the Indemnitee may
suffer as a result of such claim to the full extent provided in this Section 11.
Regardless of which party shall assume the defense of such claim, each party
shall provide to the other parties on request all information and documentation
reasonably necessary to support and verify any Losses which give rise to such
claim for indemnification and shall provide reasonable access to all books,
records and personnel in their possession or under their control which would
have a bearing on such claim.
11.5. Certain Other Indemnity Matters. (a) The sole and exclusive remedies
-------------------------------
of each Buyer Indemnitee (i) from and after the Closing, with respect to any and
all claims relating to the subject matter of this Agreement, and (ii) prior to
the Closing, with respect to breaches of the representations and warranties
contained in Sections 4 or 5 hereof, shall be pursuant to the indemnification
provisions set forth in this Section 11 and, with respect to the matters
referred to in (ii), termination of this Agreement in accordance with Section 13
hereof; provided, however, that injunctive relief shall be available to the
-------- -------
parties with respect to breaches of the covenant contained in Section 7.2. In
furtherance of the foregoing, the Buyer hereby waives, to the fullest extent
permitted under applicable law, and agrees not to assert and to cause each of
the other Buyer Indemnitees not to assert in any action or proceeding of any
kind, any and all rights, claims and causes of action it may now or hereafter
have against the Sellers other than claims for indemnification asserted as
permitted by and in accordance with the provisions set forth in this Section 11
(including, without limitation, any such rights, claims or causes of action
arising under or based upon common law or other Legal Requirements).
(b) No party shall in any event be liable under this Section 11, and no
claim for indemnification may in any event be asserted under this Section 11,
for any consequential damages by reason of a breach of any representation or
warranty.
(c) Notwithstanding anything to the contrary contained in this Agreement,
if the Closing occurs, (i) no claim for indemnification may be asserted by any
Buyer Indemnitee against any Seller under this Section 11 if any fact, event or
circumstance giving rise to such claim was discovered by or known to any Buyer
Indemnitee on or before the Closing Date and
-42-
(ii) no claim for indemnification may be asserted by any Seller Indemnitee
against the Buyer under this Section 11 with respect to any matter discovered or
known to any Seller Indemnitee on or before the Closing Date.
(d) Upon making any payment to an Indemnitee for any indemnification claim
pursuant to this Section 11, the Indemnifying Party shall be subrogated, to the
extent of such payment, to any rights which the Indemnitee may have against
other Persons with respect to the subject matter underlying such indemnification
claim.
12. CONSENT TO JURISDICTION; JURY TRIAL WAIVER.
12.1. Consent to Jurisdiction. Each party to this Agreement, by its
-----------------------
execution hereof, (i) hereby irrevocably submits, and agrees to cause each of
its Subsidiaries to submit, to the exclusive jurisdiction of the state courts of
the State of Delaware or the United States District Court located in the State
of Delaware for the purpose of any action, claim, cause of action or suit (in
contract, tort or otherwise), inquiry, proceeding or investigation arising out
of or based upon this Agreement or relating to the subject matter hereof (ii)
hereby waives, and agrees to cause each of its Subsidiaries to waive, to the
extent not prohibited by applicable law, and agrees not to assert, and agrees
not to allow any of its Subsidiaries to assert, by way of motion, as a defense
or otherwise, in any such action, any claim that it is not subject personally to
the jurisdiction of the above-named courts, that its property is exempt or
immune from attachment or execution, that any such proceeding brought in one of
the above-named courts is improper, or that this Agreement or the subject matter
hereof may not be enforced in or by such court and (iii) hereby agrees not to
commence or to permit any of its Subsidiaries to commence any action, claim,
cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or
investigation arising out of or based upon this Agreement or relating to the
subject matter hereof other than before one of the above-named courts nor to
make any motion or take any other action seeking or intending to cause the
transfer or removal of any such action, claim, cause of action or suit (in
contract, tort or otherwise), inquiry, proceeding or investigation to any court
other than one of the above-named courts whether on the grounds of inconvenient
forum or otherwise. Each party hereby consents to service of process in any such
proceeding in any manner permitted by Delaware law, and agrees that service of
process by registered or certified mail, return receipt requested, at its
address specified pursuant to Section 14.7 hereof is reasonably calculated to
give actual notice.
12.2. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
--------------------
WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND AGREES TO
CAUSE EACH OF ITS SUBSIDIARIES TO
-43-
WAIVE, AND COVENANTS THAT NEITHER IT NOR ANY OF ITS SUBSIDIARIES WILL ASSERT
(WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY
FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN
CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT
OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. THE BUYER ACKNOWLEDGES
THAT IT HAS BEEN INFORMED BY THE SELLERS THAT THIS SECTION 12.2 CONSTITUTES A
MATERIAL INDUCEMENT UPON WHICH THE SELLERS ARE RELYING AND WILL RELY IN ENTERING
INTO THIS AGREEMENT AND ANY OTHER AGREEMENTS RELATING HERETO OR CONTEMPLATED
HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION 12.2 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH
PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
13. TERMINATION.
13.1. Termination of Agreement. This Agreement may be terminated by the
------------------------
parties only as provided below:
(a) The Buyer and the Sellers may terminate this Agreement by mutual
written consent at any time prior to the Closing.
(b) The Buyer may terminate this Agreement by giving written notice
to the Sellers at any time prior to the Closing in the event any Seller or
the Company is in material breach of any representation, warranty, covenant
or agreement contained in this Agreement, the Buyer has notified the
breaching party of the breach and such breach has continued without cure
for a period of 30 days after the notice of breach and there is a
reasonable likelihood that such breach will result in an inability of the
breaching party to satisfy the conditions set forth in Section 8.1.
(c) The Sellers may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing in the event the Buyer
is in material breach of any representation, warranty, covenant or
agreement contained in this Agreement, the Sellers have notified the Buyer
of the breach and such breach has continued without
-44-
cure for a period of 30 days after the notice of breach and there is a
reasonable likelihood that such breach will result in an inability of the
Buyer to satisfy the conditions set forth in Section 9.1.
(d) By the Sellers or the Buyer on or after February 15, 1997 (the
"Final Termination Date") if the Closing of the transactions contemplated
by this Agreement shall not have occurred by such date.
13.2. Effect of Termination. In the event of the termination of this
---------------------
Agreement pursuant to Section 13.1, all obligations of the parties hereunder
(other than obligations under Sections 7.2, 12, 14 and this Section 13, which
shall survive termination) shall terminate without any liability of any party to
any other party; provided, however, that no termination pursuant to clause (b),
-------- -------
(c) or (d) of Section 13.1 shall relieve any party from any liability arising
from or relating to any breach by such party prior to termination.
13.3. Time of Essence. Time is and shall be of the essence in this
---------------
Agreement.
14. MISCELLANEOUS.
14.1. Entire Agreement; Waivers. This Agreement constitutes the entire
-------------------------
agreement among the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, of the parties with
respect to such subject matter, other than (i) the Confidentiality Agreement
(which shall survive execution and delivery of this Agreement and shall survive
any termination of this Agreement but shall terminate upon consummation of the
Closing) and (ii) any agreements among the Sellers' Representative and/or any of
the Sellers, which agreements shall neither amend nor modify the terms of this
Agreement. No waiver of any provision of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (whether or not similar),
shall constitute a continuing waiver unless otherwise expressly provided nor
shall be effective unless in writing and executed (i) in the case of a waiver by
the Buyer, and (ii) in the case of a waiver by the Sellers, by each of the
Sellers bound thereby.
14.2. Amendment or Modification. Except as set forth in Section 7.4.4 the
-------------------------
parties hereto may not amend or modify this Agreement except in such manner as
may be agreed upon by a written instrument executed by the Buyer and the
Sellers' Representative.
-45-
14.3. Investigation; No Additional Representations. The Sellers and the
--------------------------------------------
Company have not made and are not making any representation, warranty, covenant
or agreement, express or implied, with respect to the matters contained in this
Agreement other than the explicit representations, warranties, covenants and
agreements set forth herein. The Buyer acknowledges and agrees that it (i) has
made its own inquiry and investigation into, and based thereon has formed an
independent judgment concerning, the Business and the Iron Age Companies, (ii)
has been furnished with or given adequate access to such information about the
Business and the Iron Age Companies as it has requested, and (iii) will not
assert and will cause the other Buyer Indemnitees not to assert, except pursuant
to Section 11, any claim against the Sellers or any of their respective
partners, directors, officers, employees, agents, stockholders, consultants,
investment bankers, representatives, controlling persons or an Affiliate of any
of the foregoing (or hold the Sellers or any such persons liable) for any
inaccuracies, misstatements or omissions with respect to information furnished
by the Company, the Sellers or such persons concerning the Business or the Iron
Age Companies.
14.4. Severability. In the event that any provision hereof would, under
------------
applicable law, be invalid or unenforceable in any respect, such provision shall
(to the extent permitted under applicable law) be construed by modifying or
limiting it so as to be valid and enforceable to the maximum extent compatible
with, and possible under, applicable law. The provisions hereof are severable,
and in the event any provision hereof should be held invalid or unenforceable in
any respect, it shall not invalidate, render unenforceable or otherwise affect
any other provision hereof.
14.5. Successors and Assigns. All of the terms and provisions of this
----------------------
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective transferees and assigns (each of which permitted
transferees and assigns shall be deemed to be a party hereto for all purposes
hereof); provided, however, that (i) no transfer or assignment by any party
-------- -------
hereto shall be permitted (other than to such party's Affiliates) without the
prior written consent of the other parties hereto and any such attempted
transfer or assignment without consent shall be null and void and (ii) no
transfer or assignment by any party shall relieve such party of any of its
obligations hereunder.
14.6. Seller's Representative. (a) Each of the Sellers hereby appoints
-----------------------
Xxxxxx Capital Corporation ("Sellers' Representative") or its designee (as
-----------------------
appointed in writing), as the agent,
-46-
proxy, and attorney-in-fact for the Sellers for all purposes under this
Agreement (including without limitation full power and authority to act on the
Sellers' behalf) to take any action, should it elect to do so in its sole
discretion, (i) to consummate the transactions contemplated under this
Agreement, (ii) in the event of such consummation, to receive on behalf of the
Sellers each of such Seller's Cash Consideration, (iii) to pay out of each
Seller's Cash Consideration his or its Seller's Percentage of all costs,
expenses and fees incurred by or on behalf of the Sellers in connection with the
transactions contemplated by this Agreement and to pay to the Sellers his or its
Seller's Percentage of the Cash Consideration, (iv) to conduct or cease to
conduct, should it elect to do so in its sole discretion, the defense of all
claims against any of the Sellers in connection with this Agreement other than
claims under 11.1.1(i) or 11.1.1(iii) of this Agreement, and settle all such
claims in its sole discretion on behalf of all the Sellers and exercise any and
all rights which the Sellers are permitted or required to do or exercise under
this Agreement, and (v) to execute and deliver, should it elect to do so in its
sole discretion, on behalf of the Sellers any amendment to this Agreement so
long as such amendments shall apply to all parties to this Agreement, and to
take all other actions to be taken by or on behalf of the Sellers and exercise
any and all rights which the Sellers are permitted or required to do or exercise
under this Agreement; provided, however, that (a) the Sellers' Representative
-------- -------
shall have no authority to enter into any settlement of any claim under clause
(iv) above or to execute and deliver any amendment to this Agreement under
clause (v) above on behalf of above Sellers (the "Individual Sellers") other
------------------
than MLA I, MLA II, MLA III, SLA I, SLA II and BCC ISI (collectively, the "BCC
---
Sellers"), without the consent of Xxxxxx X. Xxxxxx, (b) the Sellers'
-------
Representative shall have no obligation to conduct any defense or settle any
claim or enter into any amendment or take any other action whatsoever on behalf
of any Seller under this Section 14.6 or otherwise in its capacity as Sellers'
Representative and (c) any settlement entered into or other action taken by any
Individual Seller shall be valid only to the extent expressly permitted by this
Section 14.6, and no such settlement or action (whether permitted or not by this
Section 14.6) shall bind or otherwise affect the rights or obligations of the
Seller's Representative or any BCC Seller. Each of the Sellers hereby agrees not
to assert any claim against, and to indemnify and hold harmless Sellers'
Representative from and against any and all Losses incurred by, the Sellers'
Representative or any of its partners, directors, officers, employees, agents,
stockholders, consultants, investment bankers, representatives or controlling
persons, or any Affiliate of any of the foregoing, relating to Sellers'
Representative's capacity as Sellers' Representative other than such claims or
Losses resulting from the Sellers' Representative's gross negligence or wilful
misconduct.
-47-
(b) Each Seller hereby unconditionally and irrevocably agrees to pay to
the Sellers' Representative, promptly upon request and in any event within 10
days of such request, such Seller's Percentage of any amounts paid by the
Sellers' Representative on behalf of the Sellers and agrees to pay its Seller's
Percentage of any and all costs and expenses (including counsel and legal fees
and expenses) incurred by the Sellers' Representative in connection with the
protection, defense, expense or enforcement of any rights under this Agreement.
Any and all payments made by any Sellers under this Section 14.6 shall be made
free and clear of any present or future taxes, deductions, charges or
withholdings and all liabilities with respect thereto.
14.7. Notices. Any notices or other communications required or permitted
-------
hereunder shall be sufficiently given if in writing and delivered personally or
sent by telecopier, Federal Express, or registered or certified mail, postage
prepaid, addressed as follows:
If to any of the Sellers, to c/o Butler Capital Corporation
him or it: 000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attention: Costa Littas
with a copy to: Ropes & Xxxx
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopier: 000-000-0000
Attention: X. Xxxxxxx Xxxxxxxxx
and
Xxxxxxxxxxx & Xxxxxxxx LLP
0000 Xxxxxx Xxxxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Telecopier: 412-355-6501
Attention: J. Xxxxxxx Xxxxxx
If to Buyer, to: IAH Acquisition Corp.
c/o Fenway Partners, Inc.
-48-
000 Xxxx 00xx Xxxxxx
00xx xxxxx
Xxx Xxxx, XX 00000
Telecopier: (212)
Attention: Xxxxxx Xxxxxxx
with a copy to: Ropes & Xxxx
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopier: 000-000-0000
Attention: Xxxx Xxxx, Esq.
Unless otherwise specified herein, such notices or other communications shall be
deemed received (a) on the date delivered, if delivered personally, (b) two
Business Days after being sent by Federal Express, if sent by Federal Express,
(c) one Business Day after being delivered, if delivered by telecopier and (d)
three Business Days after being sent, if sent by registered or certified mail.
Each of the parties hereto shall be entitled to specify a different address by
giving notice as aforesaid to each of the other parties hereto.
14.8. Public Announcements. At all times, no party hereto will issue or
--------------------
make any reports, statements or releases to the public with respect to this
Agreement or the transactions contemplated hereby without the consent of the
other parties hereto, which consent shall not be unreasonably withheld. If any
party hereto is unable to obtain, after reasonable effort, the approval of its
public report, statement or release from the other parties hereto and such
report, statement or release is, in the written opinion of legal counsel to such
party, required by law in order to discharge such party's disclosure
obligations, then such party may make or issue the legally required report,
statement or release and promptly furnish the other parties with a copy thereof.
Each party hereto will also obtain the prior approval by the other parties
hereto of any press release to be issued immediately following the Closing
announcing the consummation of the transactions contemplated by this Agreement.
14.9. Headings, etc. Section and subsection headings are not to be
-------------
considered part of this Agreement, are included solely for convenience, are not
intended to be full or accurate descriptions of the content thereof and shall
not affect the construction hereof.
14.10 Disclosure. Any item listed or described in any Schedule pursuant to
----------
any Section of this Agreement shall be deemed to have been listed in or
incorporated by reference into each other Schedule where such listing or
description would be appropriate.
-49-
14.11. Knowledge. As used herein, knowledge of the Company shall mean the
---------
actual knowledge of the Sellers.
14.12. Third Party Beneficiaries. Except as expressly provided in Section
-------------------------
11 hereof, nothing in this Agreement is intended or shall be construed to
entitle any Person other than Sellers' Representative and other than the parties
or their respective transferees and assigns permitted hereby to any claim, cause
of action, remedy or right of any kind.
14.13. Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
14.14. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the domestic substantive laws of the State of Delaware, without
giving effect to any choice or conflict of law provision or rule that would
cause the application of the laws of any other jurisdiction.
14.15. Strict Construction. No rule of strict construction shall apply to
-------------------
or be used against any party thereto.
14.16. Expenses. All costs and expenses (including legal fees and expenses
---------
but excluding any payments to Xxxxxxx Xxxxx) incurred by the Sellers or the
Company in connection with this Agreement and the transactions contemplated
hereby shall be paid by the Company up to an aggregate amount of $300,000 and by
the Sellers in respect of any amounts in excess of $300,000; provided, however,
-------- -------
that in addition to the foregoing the Company shall pay the amounts due to
Affected Employees under the letter agreements and plans listed on Schedule 10.1
up to an aggregate of $800,000. All such costs and expenses incurred by the
Buyer shall be paid by the Buyer whether or not the transactions contemplated
hereby are consummated.
[The rest of this page has been intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be executed, as of the date first above
written by their respective officers thereunto duly authorized.
THE COMPANY: IRON AGE HOLDINGS CORPORATION
By: /s/ Xxxxx X. XxXxxxxxx
_______________________________
Name: Xxxxx X. XxXxxxxxx
Title: Vice President of Finance
and Chief Financial Officer
THE SELLERS: Mezzanine Lending Associates I, L.P.
By: Mezzanine Lending Management I, L.P.,
its general partner
By: /s/ Costa Littas
___________________________________ ,
its authorized signatory
Mezzanine Lending Associates II, L.P.
By: Mezzanine Lending Management II, L.P.,
its general partner
By: /s/ Costa Littas
___________________________________ ,
its authorized signatory
Mezzanine Lending Associates III, L.P.
By: Mezzanine Lending Management III, L.P.,
its general partner
By: /s/ Costa Littas
___________________________________ ,
its authorized signatory
Senior Lending Associates I, L.P.
By: Senior Lending Management I, L.P.,
its general partner
By: /s/ Costa Littas
___________________________________ ,
its authorized signatory
Senior Lending Associates II, L.P.
By: Senior Lending Management II, L.P.
its general partner
By: /s/ Costa Littas
___________________________________ ,
its authorized signatory
/s/ Xxxxxx X. Xxxxxx
____________________________
Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxx
____________________________
Xxxxxxx X. Xxxxx
/s/ Xxxxx X. XxXxxxxxx
___________________________
Xxxxx X. XxXxxxxxx
/s/ Xxxxxx X. Xxxxxx
____________________________
Xxxxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxxxxxx
____________________________
Xxxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
____________________________
Xxxxxxx X. Xxxxxxxx
/s/ Xxxx Xxxxxxxxxx
____________________________
Xxxx Xxxxxxxxxx
/s/ Xxxxxxx X. Xxxxx
____________________________
Xxxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxx
____________________________
Xxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
____________________________
Xxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
____________________________
Xxxx X. Xxxxx
/s/ Xxx X. Xxxx
____________________________
Xxx X. Xxxx
/s/ Xxx X. Xxxxxx
____________________________
Xxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxx
____________________________
Xxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
____________________________
Xxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxx
____________________________
Xxxxx X. Xxxxxx
BCC Industrial Services, Inc.
By: /s/ Xxxxxx X. Xxxxx
_________________________
a duly authorized officer
THE BUYER: IAH ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxxxx
___________________________
Name: Xxxxxx Xxxxxxx
Title: Vice President
NOTES TO DISCLOSURE SCHEDULES
These Schedules are being furnished to you in connection with the Iron Age
Holdings Stock Purchase Agreement dated December 26, 1996 and among Iron Age
Holdings Corporation, the Sellers referred to therein and the Buyer (the
"Agreement"). Capitalized terms used and not otherwise defined herein have the
meanings assigned to such terms in the Agreement. The inclusion of any
information in the Schedules shall be deemed not to be an admission or
acknowledgment or evidence that such information is required to be listed in the
Schedules or is material to the Company or outside the Ordinary Course of
Business.
SCHEDULE 1
Selling Shareholders, Shares, Options and Warrants
Seller's Percentage
("Seller's Percentage")
of Fully Diluted
Selling Shareholder Shares Options/1/ Warrants/1/ Common Shares/2/
------------------- ------ --------- ----------- ----------------
Senior Lending Associates I, L.P. 10,352/3/ 8.87
Senior Lending Associates II, L.P. 5,481/3/ 4.69
Mezzanine Lending Associates I, L.P. 9,652/5/ 8.27
Mezzanine Lending Associates II, L.P. 43,447/4/ 37.22
Mezzanine Lending Associates III, L.P. 26,068/5/ 22.33
BCC Industrial Services, Inc. 3,502 3.00
Xxxxxxxx X. Xxxxxxxx 850/1/ 0.73
Xxxxxx X. Xxxxxx 2,760/1/ 6,700 8.10
Xxxxxxx X. Xxxxx 560/1/ 1,097 1.42
Xxxxx X. XxXxxxxxx 560/1/ 1,097 1.42
Xxxxxx X. Xxxxxx 259 0.22
Xxxxxxx X. Xxxxxxxx 124 0.11
Xxxx Xxxxxxxxxx 311 0.27
Xxxxxxx X. Xxxxx 281 0.24
Xxxxxx X. Xxxxx 390 0.33
Xxxx X. Xxxxx 323 0.28
Xxxx X. Xxxxx 124 0.11
Xxx X. Xxxx 730/1/ 305 0.89
Xxx X. Xxxxxx 560/1/ 625 1.01
Xxxxx X. Xxxxxxx 207 0.18
Xxxxxxx X. Xxxxxxx 207 0.18
Xxxxx X. Xxxxxx 162 0.14
As of the Closing Date the Seller's Percentage will be recalculated in
accordance with the following formula: Seller's Percentage (Equity Proceeds +
Aggregate Exercise Price + Note Proceeds) -Exercise Price - Note Proceeds./6/
For all purposes of the Stock Purchase Agreement the recalculated Seller's
Percentage will be the Seller's Percentage.
__________________________
/1/ Shares of Class A Common Stock.
/2/ Assumes the issuance of all Shares and Options and BCC ISI Warrants to
purchase 3,502 shares of Class A Common Stock.
/3/ Shares of Class B-1 Common Stock.
/4/ Shares of Class B-2 Common Stock.
/5/ Shares of Class B-3 Common Stock.
-2-
/6/ Exercise Price means, as to Sellers who are holders of Options or Warrants,
the applicable Exercise Price of Options or Warrants held by such Sellers.
The subtraction of the Exercise Price applies only to Sellers who are
selling Options or Warrants. The subtraction of Note Proceeds applies only
to Sellers who have borrowed money from Iron Age companies.
-3-
SCHEDULE 4.3
Sellers' Exceptions to Non-Contravention
1. Authorization under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of
1976, as amended.
-4-
SCHEDULE 5.1.2
Company Exceptions to Non-Contravention
1. All consents required under any Personalty Lease listed on Schedule 5.5.1.
2. All consents required under any real property Lease listed on Schedule
5.5.2.
3. All consents required under any License listed on Schedule 5.6.
4. All consents required under any Contractual Obligation listed on Schedule
5.7.
5. All consents required under any insurance policy listed on Schedule 5.8.
6. All consents required under any Permit listed on Schedule 5.10.
7. All consents required under any Company Plan listed on Schedule 5.12.
8. Authorization under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of
1976, as amended.
9. Possibly a letter from the Maine Department of Professional and Financial
Regulation Bureau of Insurance acknowledging that the acquisition of the
Company by Buyer will not result in a new employer as defined in Title 00-
X.X.X.X.X.
-0-
XXXXXXXX 5.1.3
Capital Stock
According to the terms of the charter documents, any transfer of the stock
of Iron Age de Mexico de C.V. ("Iron Age Mexico") is subject to a right of first
refusal of the non-selling stockholders of Iron Age Mexico. Iron Age Mexico is
an indirect, wholly owned subsidiary of the Company.
Iron Age Corporation Sale Incentive Plan
Falcon Shoe Mfg. Co. Sale Incentive Plan
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxx X. Xxxxxx
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxxx X. Xxxxx
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxx X. XxXxxxxxx
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxx Xxxxxx
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxxxx Xxxxxxxx
-6-
SCHEDULE 5.1.4
Subsidiaries
Jurisdiction of Foreign Stock
Incorporation Qualification Ownership
------------- ------------- ---------
Iron Age Holdings Corporation Delaware none See Schedule 1
Iron Age Corporation Delaware See Annex A Iron Age Holdings
attached hereto Corporation
Iron Age Canada Ltd. Ontario, Canada none Iron Age Corporation
Iron Age Investment Company Delaware none Iron Age Corporation
Falcon Shoe Mfg. Co. Maine none Iron Age Corporation
Iron Age de Mexico S.A. de C.V. Mexico none Iron Age Corporation (1%)
Iron Age Investment
Company (99%)
Liens
-----
Amended and Restated Holdings Stock Pledge Agreement dated as of January 27,
1995 between Iron Age Holdings Corporation and PNC Bank as agent for the banks
(the "Banks") named therein.
Stock Pledge Agreement dated as of January 27, 1995 between Iron Age Corporation
and PNC Bank as agent for the Banks.
Stock Pledge Agreement dated as of January 27, 1995 between Iron Age Investment
Company and PNC Bank as agent for the Banks.
Xxxxxx Stock Pledge Agreement dated as of November 20, 1995 between Xxxxxx X.
Xxxxxx and Iron Age Corporation.
Rush Stock Pledge Agreement dated as of November 20, 1995 between Xxx X. Xxxx
and Iron Age Corporation.
Xxxxx Stock Pledge Agreement dated as of November 20, 1995 between Xxxxxxx X.
Xxxxx and Iron Age Corporation.
XxXxxxxxx Stock Pledge Agreement dated as of November 20, 1995 between Xxxxx X.
XxXxxxxxx and Iron Age Corporation.
Stella Stock Pledge Agreement dated as of November 20, 1995 between Xxx X.
Xxxxxx and Iron Age Corporation.
-7-
SCHEDULE 5.1.4
Annex A
-------
Iron Age Corporation
--------------------
Alabama
Arizona
California
Colorado
Connecticut
District of Columbia
Florida
Georgia
Illinois
Indiana
Iowa
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Nevada
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Puerto Rico
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Xxxxxxxx
Xxxxxxxxxx
West Virginia
Wisconsin
Wyoming
-8-
SCHEDULE 5.2.2
Character of Financials
-----------------------
A decrease in rate of depreciation (decrease first effective for fiscal year
ended January 31, 1997) relating to molds and dyes and/or similar property,
reducing the aggregate annual charge relating to such items by not more than
$100,000.
All year-end and audit adjustments relating to the Stock Purchase Agreement and
the transactions contemplated thereby.
-9-
SCHEDULE 5.2.3
Liabilities
See attached.
-10-
SCHEDULE 5.3.1
Accounting Changes Since the Balance Sheet Date
None
-11-
SCHEDULE 5.3.2
Changes in Condition Since the Balance Sheet Date
As discussed in the management presentations to the Buyer, since
October 31, 1996, future sales volume with L.L. Bean as it relates to products
other than hunting products is uncertain at this point. In 1996 sales to L.L.
Bean were $750,000, projected sales, for L.L. Bean for 1997 are now $200,000.
-12-
SCHEDULE 5.4
Environmental Matters
Matters referred to in the Environmental Audit of Pennsylvania House Property,
000 Xxxxx Xxxxxx, Xxxx Xxx, Xxx Xxxx, 00000 prepared for Xxxxxx Xxxxxx, Iron Age
Corporation, 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, 00000 prepared by
Xxxxxx Architects-Engineers, 0000 Xxxxxxxxx-Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx,
00000, dated September 1991.
Matters referred to in the Environmental Assessment of Falcon Shoe Mfg. Co., 0
Xxxxx Xxxxxx, Xxxxxxxx, Xxxxx, prepared for Ropes & Xxxx on behalf of Iron Age
Holdings Corporation by ICF Xxxxxx.
-13-
SCHEDULE 5.5.1
Personal Property
-----------------
Liens
-----
Amended and Restated Security Agreement dated as of January 27, 1995 between
Falcon Shoe Mfg. Co. and PNC Bank as agent for the Banks.
Security Agreement (Revolving Credit Note) dated as of January 27, 1995 between
Falcon Shoe Mfg. Co. and PNC Bank as agent for the Banks.
Amended and Restated Security Agreement dated as of January 27, 1995 between
Iron Age Corporation and PNC Bank as agent for the Banks.
Stock Pledge Agreement dated as of January 27, 1995 between Iron Age Corporation
and PNC Bank as agent for the Banks.
Amended and Restated Holdings Pledge Agreement dated as of January 27, 1995
between Iron Age Holdings Corporation and PNC Bank, as agent.
Stock Pledge Agreement dated as of January 27, 1995 between Iron Age Investment
Company and PNC Bank as agent for the Banks.
Amcom Security Agreement covering two leased copiers.
CIT Group/Amplicon Leasing Security Agreement covering leased equipment relating
to the Mobile Point-of-Sale (POS) System.
Iron Age Corporation
--------------------
Summary of Shoemobile Leases (Exhibit A attached hereto).
Master Lease Agreement dated May 6, 1996 between GE Capital Fleet Services and
Iron Age Corporation.
Summary of Automobile Leases (Exhibit B attached hereto).
Master Lease Agreement dated November 1, 1993 between Amplicon, Inc. and Iron
Age Corporation.
Falcon Shoe Mfg. Co.
--------------------
X.X. Xxxx Associates, Inc. Lease dated February 23, 1996.
X.X. Xxxx Associates, Inc. Lease.
-14-
X.X. Xxxx Associates, Inc. Lease dated October 24, 1996.
X.X. Xxxx Associates, Inc. Lease dated June 24, 1993.
Iron Age Canada, Ltd.
---------------------
Summary of Automobile Leases (Exhibit C attached hereto).
-15-
EXHIBIT A Summary of Shoemobile Leases
----------------------------
----------------------------------------------------------------------------
Total Principal
Payments REM. @
Truck # Truck Make/Type Lease Date Cap Cost 11/01/96
----------------------------------------------------------------------------
920282093 92 Ford F800 Series 14-Jan-92 30,904.58 1,062.91
----------------------------------------------------------------------------
920282173 92 Ford F800 Series 14-Jan-92 30,904.58 1,062.91
----------------------------------------------------------------------------
920287213 92 Ford F800 Series 19-Mar-92 30,833.33 2,703.87
----------------------------------------------------------------------------
920287303 92 Ford F800 Series 19-Mar-92 30,833.33 2,703.87
----------------------------------------------------------------------------
920300763 92 Ford F800 Series 16-Jul-92 30,833.33 4,936.19
----------------------------------------------------------------------------
920300843 92 Ford F800 Series 28-Jul-92 30,833.33 4,936.19
----------------------------------------------------------------------------
920331303 92 Ford F800 Series 29-Jul-92 31,327.26 5,015.27
----------------------------------------------------------------------------
920304593 92 Ford F800 Series 02-Oct-92 30,833.33 6,052.45
----------------------------------------------------------------------------
920304673 92 Ford F800 Series 02-Oct-92 30,833.33 6,052.45
----------------------------------------------------------------------------
930281993 92 Ford F800 Series 03-Dec-92 29,762.32 6,949.57
----------------------------------------------------------------------------
930278343 93 Ford F800 Series 10-Feb-93 29,399.82 8,011.32
----------------------------------------------------------------------------
930293143 93 Ford F800 Series 26-Jan-93 29,847.32 8,133.47
----------------------------------------------------------------------------
930293223 93 Ford F800 Series 11-Feb-93 29,847.32 8,133.47
----------------------------------------------------------------------------
930295783 93 Ford F800 Series 01-Mar-93 29,847.32 8,703.56
----------------------------------------------------------------------------
930295863 93 Ford F800 Series 24-Feb-93 29,847.32 8,703.56
----------------------------------------------------------------------------
930307973 93 Ford F800 Series 17-Mar-93 29,847.32 9,273.65
----------------------------------------------------------------------------
930314913 93 Ford F800 Series 15-Apr-93 29,847.32 9,273.65
----------------------------------------------------------------------------
930315053 93 Ford F800 Series 14-Apr-93 29,847.32 9,273.65
----------------------------------------------------------------------------
930322853 93 Isuzu Truck 04-May-93 32,640.00 10,764.48
----------------------------------------------------------------------------
930938113 94 Ford F800 Series 24-Jun-93 29,847.32 10,983.92
----------------------------------------------------------------------------
930938373 94 Ford F800 Series 24-Jun-93 29,847.32 10,983.92
----------------------------------------------------------------------------
930308013 94 Ford F800 Series 08-Jul-93 29,847.32 10,983.92
----------------------------------------------------------------------------
940E1073 94 Ford F800 Series 07-Oct-93 30,130.70 12,814.61
----------------------------------------------------------------------------
940E1091 94 Ford F800 Series 27-Oct-93 30,130.70 13,390.10
----------------------------------------------------------------------------
940E1183 94 Ford F800 Series 18-Mar-94 30,663.70 16,708.76
----------------------------------------------------------------------------
940E1184 94 Ford F800 Series 18-Mar-94 30,663.70 16,708.76
----------------------------------------------------------------------------
940E1195 94 Ford F800 Series 18-Mar-94 30,663.70 16,708.76
----------------------------------------------------------------------------
-16-
----------------------------------------------------------------------------
Total Principal
Payments REM.
Truck # Truck Make/Type Less Date Cap Cost @ 11/01/96
----------------------------------------------------------------------------
----------------------------------------------------------------------------
940E1196 94 Ford F800 Series 18-Mar-94 30,663.70 16,708.76
----------------------------------------------------------------------------
940E1139 94 Ford F800 Series 23-Mar-94 30,408.33 16,569.46
----------------------------------------------------------------------------
940E1230 94 Ford F800 Series 17-May-94 26,164.11 16,919.42
----------------------------------------------------------------------------
950E1378 95 Ford F800 04-Oct-94 34,417.55 23,414.23
----------------------------------------------------------------------------
950E1286 95 Ford F800 16-Dec-94 31,315.00 23,047.88
----------------------------------------------------------------------------
950E1341 95 Ford F800 16-Dec-94 29,575.00 22,051.20
----------------------------------------------------------------------------
950E1285 95 Ford F800 01-Nov-94 31,315.00 21,695.08
----------------------------------------------------------------------------
950E1434 95 INTH 4700 4X2 29-Dec-94 34,285.26 35,567.62
----------------------------------------------------------------------------
990E1340 95 Ford F800 28-Feb-95 27,883.04 26,322.00
----------------------------------------------------------------------------
95331497 95 INTH 4700 4X2 01-Mar-95 33,503.94 32,968.00
----------------------------------------------------------------------------
00358 95 INTH 4700 4X2 27-Apr-95 33,503.94 34,616.40
----------------------------------------------------------------------------
00359 95 INTH 4700 4X2 16-May-95 33,503.94 35,453.50
----------------------------------------------------------------------------
00360 95 INTH 4700 4X2 19-Jul-95 33,503.94 38,440.36
----------------------------------------------------------------------------
95331449 95 GMCX C7HO42 07-Jun-95 31,481.28 32,624.53
----------------------------------------------------------------------------
95331450 95 GMCX C7HO42 07-Jun-95 31,481.28 32,624.53
----------------------------------------------------------------------------
00361 95 INTH 4700 4X2 12-Sep-95 33,912.77 38,063.62
----------------------------------------------------------------------------
00362 95 INTH 4700 4X2 12-Sep-95 33,503.94 38,063.62
----------------------------------------------------------------------------
00365 96 INTH 4700 4X2 04-Feb-96 34,567.25 47,703.00
----------------------------------------------------------------------------
00366 96 INTH 4700 4X2 04-Feb-96 34,567.25 47,703.00
----------------------------------------------------------------------------
00367 96 INTH 4700 4X2 19-Jun-96 34,361.08 41,176.00
----------------------------------------------------------------------------
00368 96 INTH 4700 4X2 12-Aug-96 34,361.08 41,176.00
----------------------------------------------------------------------------
00369 on order * 34,851.40 n/a
----------------------------------------------------------------------------
00370 on order * 34,851.40 n/a
----------------------------------------------------------------------------
00371 on order * 35,249.20 n/a
----------------------------------------------------------------------------
00372 on order * 35,249.20 n/a
----------------------------------------------------------------------------
2,760,549.63 893,937.45
----------------------------------------------------------------------------
-17-
EXHIBIT B Summary of Automobile Leases
----------------------------
-------------------------------------------------------------
TOTAL OF PYMTS
UNIT NUMBER COST DATE IN SERVICE REM. @
1/27/97
-------------------------------------------------------------
1 91-035082-3 13,304.88 09/30/91 0.00
-------------------------------------------------------------
2 91-035091-3 13,498.68 09/30/91 0.00
-------------------------------------------------------------
3 91-645 14,172.89 04/17/91 0.00
-------------------------------------------------------------
4 91-037816-3 13,987.41 10/18/91 0.00
-------------------------------------------------------------
5 91-037841 16,080.78 10/15/91 0.00
-------------------------------------------------------------
6 92-031471-3 14,220.59 10/18/91 0.00
-------------------------------------------------------------
7 92-031501-3 15,356.10 10/22/91 0.00
-------------------------------------------------------------
8 92-032273-3 14,180.55 04/23/92 0.00
-------------------------------------------------------------
9 92-032737-3 15,112.09 06/16/92 515.41
-------------------------------------------------------------
10 92-032818-3 14,585.02 07/14/92 497.48
-------------------------------------------------------------
11 92-032826-3 13,953.40 07/29/92 800.98
-------------------------------------------------------------
12 92-033121-3 14,099.46 08/04/92 809.22
-------------------------------------------------------------
13 92-099611-3 14,410.56 09/30/92 1,498.61
-------------------------------------------------------------
14 93-028377-3 15,545.78 11/12/92 1,979.00
-------------------------------------------------------------
15 93-028385-3 15,858.94 11/22/92 2,388.23
-------------------------------------------------------------
16 93-028393-3 14,650.29 11/04/92 1,865.04
-------------------------------------------------------------
17 93-028407-3 14,650.29 11/13/92 1,865.04
-------------------------------------------------------------
18 93-029471-3 15,845.96 12/03/92 2,386.58
-------------------------------------------------------------
19 93-031394 13,470.60 02/15/93 2,656.38
-------------------------------------------------------------
20 93-031424 13,897.64 02/11/93 2,740.52
-------------------------------------------------------------
21 93-032005 14,970.81 04/09/93 3,700.93
-------------------------------------------------------------
22 93-032218 14,013.35 04/21/93 3,781.39
-------------------------------------------------------------
23 93-032277 14,542.14 04/26/93 3,958.29
-------------------------------------------------------------
24 93-093497 14,517.97 05/13/93 2,186.54
-------------------------------------------------------------
25 93-OE1004 18,086.96 06/08/93 5,375.35
-------------------------------------------------------------
26 93-OE1012 27,511.58 06/04/93 8,176.47
-------------------------------------------------------------
27 93-OE1016 14,528.37 06/24/93 4,680.96
-------------------------------------------------------------
28 93-OE1031 15,483.00 07/30/93 5,375.67
-------------------------------------------------------------
-18-
----------------------------------------------------------------
TOTAL OF PYMTS
UNIT NUMBER COST DATE IN SERVICE REM.@
1/27/97
----------------------------------------------------------------
----------------------------------------------------------------
29 93-OE1074 16,644.27 08/19/93 6,194.92
----------------------------------------------------------------
30 94-OE1169 18,075.98 11/04/93 7,631.66
----------------------------------------------------------------
31 94-OE1177 17,235.65 11/17/93 7,707.86
----------------------------------------------------------------
32 94-OE1179 15,651.90 12/01/93 6,999.46
----------------------------------------------------------------
33 94-OE1185 15,940.56 11/22/93 7,128.65
----------------------------------------------------------------
34 94-OE1231 15,559.23 05/20/94 9,501.92
----------------------------------------------------------------
35 94-OE1232 17,280.33 05/27/94 10,554.67
----------------------------------------------------------------
36 94-OE1254 27,484.90 03/22/94 15,315.03
----------------------------------------------------------------
37 94-OE1271 16,689.04 04/14/94 9,222.55
----------------------------------------------------------------
38 94-OE1309 23,576.94 06/27/94 15,122.24
----------------------------------------------------------------
39 94-OE1315 14,904.90 07/07/94 9,559.94
----------------------------------------------------------------
40 94-OE1335 16,444.74 08/26/94 11,586.79
----------------------------------------------------------------
41 95-OE1338 16,034.04 09/09/94 11,364.71
----------------------------------------------------------------
42 95-OE1397 19,214.16 10/24/94 13,753.33
----------------------------------------------------------------
43 95-OE1431 16,884.06 12/22/95 13,476.79
----------------------------------------------------------------
44 95-695 11,997.84 02/01/95 5,998.92
----------------------------------------------------------------
45 95-696 15,343.96 02/02/95 13,198.78
----------------------------------------------------------------
46 95-697 17,567.81 02/08/95 15,132.65
----------------------------------------------------------------
47 95-698 17,123.72 03/02/95 15,271.01
----------------------------------------------------------------
48 95-699 16,509.72 03/15/95 14,725.02
----------------------------------------------------------------
49 95-700 18,094.82 04/13/95 14,800.97
----------------------------------------------------------------
50 95-701 26,249.76 06/12/95 19,687.32
----------------------------------------------------------------
51 95-702 17,005.41 06/09/95 16,723.26
----------------------------------------------------------------
52 95-703 9,864.30 08/16/95 7,891.44
----------------------------------------------------------------
53 95-704 12,407.75 10/31/95 13,323.47
----------------------------------------------------------------
54 95-705 16,251.65 10/31/95 18,372.32
----------------------------------------------------------------
55 96-706 25,688.70 12/27/95 30,443.72
----------------------------------------------------------------
56 96-707 17,075.31 05/01/96 20,504.40
----------------------------------------------------------------
57 96-708 17,024.25 04/29/96 20,442.09
----------------------------------------------------------------
-19-
-----------------------------------------------------------------
TOTAL OF
UNIT NUMBER COST DATE OF SERVICE PYMTS REM. @
1/27/97
-----------------------------------------------------------------
-----------------------------------------------------------------
58 96-709 16,596.14 05/10/96 19,928.75
-----------------------------------------------------------------
59 96-710 16,885.37 04/29/96 20,276.03
-----------------------------------------------------------------
60 96-711 17,277.20 05/16/96 20,748.84
-----------------------------------------------------------------
61 96-712 18,607.32 05/01/96 18,607.32
-----------------------------------------------------------------
62 96-713 17,026.20 05/06/96 17,026.20
-----------------------------------------------------------------
63 96-714 17,088.93 05/13/96 18,777.12
-----------------------------------------------------------------
64 96-715 17,796.31 07/26/96 20,698.60
-----------------------------------------------------------------
65 96-716 12,530.16 08/01/96 12,530.16
-----------------------------------------------------------------
66 96-717 25,946.76 09/05/96 30,024.42
-----------------------------------------------------------------
67 00-000 Xx Order 0.00
-----------------------------------------------------------------
68 00-000 Xx Order 0.00
-----------------------------------------------------------------
69 00-000 Xx Order 0.00
-----------------------------------------------------------------
70 96-721 29,255.74 34,014.85
-----------------------------------------------------------------
TOTAL 651,506.27
-----------------------------------------------------------------
-20-
EXHIBIT C Summary of Shoemobile and Automobile Leases
-------------------------------------------
Iron Age Canada Ltd. is currently leasing 7 Trucks from Sherway Ford in Canada,
and one automobile from GMAC.
-------------------------------------------------------------
REMAINING MONTHLY
TRUCK LIABILITY PAYMENT EXPIRATION
-------------------------------------------------------------
1994 Ford $23,834 $852.15 October 1998
-------------------------------------------------------------
1995 Ford $31,097 $876.30 July 1999
-------------------------------------------------------------
1995 Ford $30,419 $876.30 June 1999
-------------------------------------------------------------
1995 Ford $36,329 $924.90 February 2000
-------------------------------------------------------------
1995 Ford $36,329 $924.90 March 2000
-------------------------------------------------------------
1996 Ford $43,740 $975.20 November 2000
-------------------------------------------------------------
1996 Ford $40,331 $907.36 November 2000
-------------------------------------------------------------
AUTOMOBILE
----------
1995 Buick $644.12 May 1998
**Remaining Liability is at 9/28/96
**Monthly Payments total $6337.11 for Trucks
-21-
SCHEDULE 5.5.2
Real Property
IRON AGE CORPORATION
Purchase and Sale Contract dated September 16, 1991 between Iron Age
Corporation and Pennsylvania House, Inc. for Real Property in the village
of Pen Yan, Xxxxx County, New York. Title to the Real Property located in
the Village of Pen Yan, Xxxxx County, New York is subject to the exceptions
listed on Schedule B of the attached Title Policy.
Lease Agreement from Xxxxx County Industrial Development Agency to Iron Age
Corporation for property in town of Jerusalem, Xxxxx County, New York.
Lease from Xxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxxxxx for property known
as Xxxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, as amended.
Retail store leases for the following locations:
ALABAMA Iron Age Safety Shoes
0000 X. Xxxxxxxx Xxxxxx
Iron Age Safety Shoes Xxxxxxxx, XX 00000
0000-X Xxxxxxx Xxxx.
Xxxxxx, XX 00000 Iron Age Safety Shoes
0000 Xxx Xxxxxxxx Xxx.
XXXXXXX Xxx Xxxx, XX 00000
Iron Age Safety Shoes COLORADO/EAST WYOMING
0000 X. XxXxxxxx Xxxx
Xxxxxxx, XX 00000 Denver Mobile Xxxx
0000 Xxxx Xxxx
Xxxx Age Safety Shoes Xxxxx Xxxxx, XX 00000
0000 X. 00xx Xxxxxx
Xxxxxx, XX 00000 CONNECTICUT/RHODE ISLAND/
METRO NEW YORK
CALIFORNIA
Iron Age Safety Shoes
Iron Age Safety Shoes 000 Xxxxxx Xxxx Xxxx
0000 Xxxxx Xxxxxx, Xxxx 0 Xxxxxxx, XX 00000
Xxxxx Xxxx, XX 00000
-22-
Real Property
(continued)
DELAWARE ILLINOIS/METRO CHICAGO
Iron Age Safety Shoes Iron Age Safety Shoes
Airport Business Center 00000 Xxxxxxxx Xxxxxx
000 Xxxxxxx Xxxx., Xxxxx 0-X Xxxxxxxx Xxxx, XX 00000
Xxx Xxxxxx, XX 00000
XXXXXXX
XXXXXXX
Iron Age Safety Shoes
Iron Age Safety Shoes 0000 X. 00xx Xxxxxx
Cypress Creek Industrial Park Xxxxxxxxxxxx, XX 00000
0000 X.X. 00xx Xxxxxx
Xxxxx 000 XXXXXX/XXXXXXX XXXXXXXX
Xxxx Xxxxxxxxxx, XX 00000
Iron Age Safety Shoes
Iron Age Safety Shoes 0000 X. Xxxxxx Xxxx
0000 X. Xxxxxxxx Xxxxxxxxxxxx, XX 00000
Xxxxx, XX 000000
KENTUCKY
Jacksonville Mobile Unit
Commerce Park Iron Age Safety Shoes
0000-0 Xx. Xxxxxxxxx Xxxx 0000 Xxxx Xxxxxx Xx., Xxxxx
Xxxxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
GEORGIA LOUISIANA
Iron Age Safety Shoes Iron Age Safety Shoes
0000 Xxxxx Xxxxxxx Xxxx 00000 Xxxxxxxxxxxx Xxxx.
Xxxxxxx, XX 00000 Xxxxx 0
Xxxxx Xxxxx, XX 00000
Iron Age Safety Shoes
0000 Xxxxxxxxx Xxxxxxx MAINE/VERMONT
Suite 750 NEW HAMPSHIRE
Xxxxxxxxx, XX 00000
Iron Age Safety Shoes
ILLINOIS/IOWA Xxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Iron Age Safety Shoes
000 00xx Xxxxxx XXXXXXXX
Xxxxxx, XX 00000
Iron Age Safety Shoes
0000 Xxxxxx Xxxxxx
Xxxxx X Xxxxx
-23-
Real Property
(continued)
Xxxxxxxxx, XX 000000 NEW JERSEY
MASSACHUSETTS Iron Age Safety Shoes
0000 Xxxxxxx Xxxx
Iron Age Safety Shoes Xxxxxxxxxx, XX 00000
Heritage Business Park
0000 Xxxxxxxx Xx., Xxxxx 0X Xxxxxxxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000 000 Xxxxx 00 Xxxx
Xxxxxxxxxx, XX 00000
Mansfield Mobile Xxxx
000 Xxxxx Xxxx Xx., Xx. 000 XXX XXXXXX
Xxxxxxxxx, XX 00000
Iron Age Safety Shoes
MICHIGAN 0000 Xxxxxxxxxx Xxxx X.X.0
Xxxxxxxxxxx, XX 00000
Iron Age Safety Shoes
0000-X Xxxxxx Xx., X.X. XXX XXXX
Xxxxxxxx, XX 00000-0000
Iron Age Safety Shoes
Iron Age Safety Xxxxx X & X Xxxxx
00000 Xxxx X. Xxxxxx 0000 Xxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxx, XX 00000 Xxxxx, XX 00000
MINNESOTA/NORTH DAKOTA/ SOUTH DAKOTA Iron Age Safety Shoes
1 Keuka Business Park No. 1
Iron Age Safety Shoes Route 54A
0000 X. Xxxxx Xxxx, Xxxxx 000 Xxxx Xxx, XX 00000
Xxxxxxxxxxx, XX 00000
Iron Age Safety Shoes
MISSOURI/SOUTHERN ILLINOIS 000 Xxxx Xxxxxx
Xxxx Xxx, XX 00000
Iron Age Safety Shoes
00000 Xxxxxxx Xxxx General Electric Plastics
Xxxxxxxx Xxxxxxx, XX 00000 0 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Independent Mobile Unit
0000 Xxxxx Xxxxx Xxxx Iron Age Safety Shoes
South Xxxxx Shopping Center 000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000 Xxxxxx, XX 00000
-24-
Real Property
(continued)
NORTH CAROLINA OREGON
Iron Age Safety Shoes Iron Age Safety Shoes
Stock Port Business Park 000 X.X. Xxxxx Xxxxxx
0000 Xxxxxxxxxxxx Xxxx. Xxxxxxxx, XX 00000
Xxxxx 000-X
Xxxxxxxxx, XX 00000 PENNSYLVANIA
Iron Age Safety Shoes York Mobile Xxxx
000 Xxxxxxxx Xxxxx 0000 Xxxxxxxxxx Xxx.
Xxxxxxxxxx, XX 00000 Xxxx, XX 00000
Iron Age Safety Shoes Iron Age Safety Shoes
Creekstone Crossing Eastway Plaza
Service Center 0000 Xxxxxxx Xxxx
0000 X. Xxxxx Xxxxxxxxx, Xxxxx 000 Xxxxx 00
Xxxxxxxxxxx, XX 00000 Xxxx, XX 00000
OHIO Iron Age Safety Shoes
0000 Xxxxxxxxxxxx Xxxx
Xxxxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000
00000 Xxxxxxxx Xx.
Xxxxxxx, XX 00000 PUERTO RICO
Iron Age Safety Shoes Iron Age Safety Shoes
0000 Xxxx Xxxxxx Xxxx #0, Xxxxxxxxx 44.7
Suite P BO. Cantera #43, Suite 2
Cincinnati, OH 45212 Xxxxxx, XX 00000
Iron Age Safety Shoes Iron Age Safety Shoes
0000 Xxxxxx Xxxx Xxxxxxx Xxx Xxxxxxxx No. 10
Xxxxxxxx, XX 00000 Xxxxx, XX 00000
XXXXXXXX Xxxxxx Xxxxxx Xxxx
Xxxxx Xxxx Xx. 000, Xx. 0
Xxxxxxxx Xxxx Xxxxxx Xxxx Xxxxxx, XX 00000
0000 X. Xxxxxxxx
Xxxxxxxx Xxxx, XX 00000 SOUTH CAROLINA
Iron Age Safety Shoes Iron Age Safety Shoes
00000 X. 00xx Xxxxxx 000 X. Xxxxxx Xxxxx
Xxxxx, XX 00000 Xxxxxxxx, XX 00000
-25-
Real Property
(continued)
Iron Age Safety Shoes Iron Age Safety Shoes
Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxx. 00000 Xxxxxx Xxxx
0000 Xxxxxxxx Xxxxxxx Xxxxx 000 Xxxxx 000
Xxxxxxxxxxx, XX 00000 Xxxxxx, XX 00000
General Electric Iron Age Safety Shoes
000 Xxxxxxxxxx Xxxx 0000 Xxxx Xxxxx
Xxxxxxxxxx, XX 00000 Xxxxxx, XX 00000
Iron Age Safety Shoes Iron Age Safety Shoes
0000 Xxxxxxx Xxxxx 0000 X. Xxxxxxx, Xxxxx 0
Xxxxxxxx, XX 00000 Xx Xxxx, XX 00000
TENNESSEE Iron Age Safety Shoes
0000 Xxxxxx Xxxx
Goodyear Tire & Rubber Co. Xxxxxxx, XX 00000
0000 Xxxxxx Xxxx
Xxxxx Xxxx, XX 00000 Iron Age Safety Shoes
0000 Xxxxxxxxxxxxxx Xx.
Iron Age Safety Shoes Xxx Xxxxxxx, XX 00000
Xxxxxx Business Center
Xxxx 0, Xxxxxxxx 0 Pasadena Mobile Xxxx
000 X. Xxxxxx Xxxxx 0000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000 Xxxxx 000
Xxxxxxxx, XX 00000
Iron Age Safety Shoes
0000 Xxxxxxxxxx Xxxx XXXX/XXXXX/XXXXXXX/XXXXXX
Xxxxx 00
Xxxxxxx, XX 00000 Salt Lake City Mobile Xxxx
0000 Xxxxx Xxxxxxx Xxxx
Iron Age Safety Shoes Xxxx Xxxxxx Xxxx, XX 00000
000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 VIRGINIA
Knoxville Mobile Unit Hoeschst Calabse Corporation
000 Xxxx Xxx Xxxxxx X.X. Xxx 000
Xxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
TEXAS Goodyear
0000 Xxxxxxxx Xxxx.
Xxxxxxxx Xxxxxx Xxxx Xxxxxxxx, XX 00000
0000 Xxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
-26-
Real Property
(continued)
Norfolk Mobile Unit
Northhampton Business Center
0000 Xxxxx Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
Iron Age Safety Shoes
Popular Forest Center
X.X. Xxx 0000, Xxxxx 0
Xxxxxx, XX 00000
WASHINGTON
Seattle Mobile Xxxx
00000 00xx Xxx., Xxxxx
Xxxxxxxx X
Xxxx, XX 00000
WEST VIRGINIA
Iron Age Safety Shoes
000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
WISCONSIN
Green Bay Store
Iron Age Safety Shoes
0000 Xxxxxx Xxxxxx
Xxxxx Xxx, XX 00000
Iron Age Safety Shoes
Unit D
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
-27-
Real Property
(continued)
2. IRON AGE CANADA LTD
Lease Agreement between Von-Land Corporation, Limited and Iron Age Canada,
Ltd. for property located at Xxxxxxx Xxx #000, 000 00 Xxxxxx, X.X.,
Xxxxxxx, Xxxxxxx.
Lease Renewal Agreement dated November 23, 1995 between Von-Land
Corporation, Limited and Iron Age Canada, Ltd.
3. IRON AGE INVESTMENT COMPANY
Lease Agreement dated April 1, 1992 between KAP, Inc. and Iron Age
Investment Company for the property located at 000 Xxxxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx.
4. IRON AGE MEXICO
Lease Agreement dated October, 1994 between Immobillaria Fercam, S.A. de
C.V. and Iron Age de Mexico S.A. de C.V. for the property located at Cuidad
Xxxxxx, Chihuahua, Mexico.
5. FALCON
Lease Agreement dated January 14, 1994 between Xxxxxx X. Xxx and Falcon
Shoe Mfg. Co. for the property located at 0 Xxxxx Xxxxxx, Xxxxxxxx, XX.
-28-
SCHEDULE 5.6
Intellectual Property Rights
IRON AGE CORPORATION
U.S. TRADEMARKS
---------------
==============================================================================
TRADEMARK REGISTRATION NO. REGISTRATION DATE
--------- ---------------- -----------------
------------------------------------------------------------------------------
IRON AGE MAXIMUM & Design 1,671,179 1/7/92
-----------------------------------------------------------------------------
IRON AGE SPORTWORK II 1,677,695 3/3/92
-----------------------------------------------------------------------------
GRABBER 928,349 2/1/72
-----------------------------------------------------------------------------
FREEDOM TOE 1,276,282 5/1/84
-----------------------------------------------------------------------------
BF AND DESIGN 1,077,024 11/8/77
-----------------------------------------------------------------------------
METAPRO 949,859 1/2/73
-----------------------------------------------------------------------------
SAF-GUARD 1,082,707 1/17/98
-----------------------------------------------------------------------------
IRON AGE & DESIGN 1,212,263 10/12/82
-----------------------------------------------------------------------------
IRON AGE 634,888 9/25/56
-----------------------------------------------------------------------------
MIGHTY TOUGH 1,919,851 9/19/95
------------------------------------------------------------------------------
MIGHTY TOUGH & Design 1,919,852 9/19/95
==============================================================================
U.S. SERVICE MARKS
------------------
=============================================================================
SERVICEMARK REGISTRATION NO. REGISTRATION DATE
------------- ---------------- -----------------
------------------------------------------------------------------------------
IRON AGE 1,966,512 4/9/96
==============================================================================
PENDING U.S. TRADEMARKS
-----------------------
===============================================================
TRADEMARK COUNTRY REGISTRATION NO.
--------- ------- ----------------
---------------------------------------------------------------
XXXXXX DOUBLE 74/388,256 5/4/93
COVERAGE TOES &
Design
---------------------------------------------------------------
WIDE TRAK 74/480,274 1/14/94
---------------------------------------------------------------
AMOR-TECH 74/702,930 7/18/95
---------------------------------------------------------------
-29-
PENDING U.S. SERVICE MARKS
--------------------------
------------------------------------------------------------
SERVICE XXXX SERIAL NO. FILING DATE
------------ --------- -----------
------------------------------------------------------------
IRON AGE PLUS 75/077/5 3/25/96
------------------------------------------------------------
FOREIGN TRADEMARKS
------------------
----------------------------------------------------------------
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
--------- ------- ---------------- -----------------
----------------------------------------------------------------
IRON AGE Benelux 488,506 12/7/90
----------------------------------------------------------------
IRON AGE Canada 223,537 10/7/77
----------------------------------------------------------------
IRON AGE Germany 1,022,860 11/27/80
----------------------------------------------------------------
IRON AGE Denmark 2318-1981 9/4/81
----------------------------------------------------------------
IRON AGE France 1,621,306 11/27/80
----------------------------------------------------------------
IRON AGE United Kingdom 1,144,205 11/19/80
----------------------------------------------------------------
IRON AGE Mexico 419,038 3/8/92
----------------------------------------------------------------
IRON AGE Norway 110,047 12/3/81
----------------------------------------------------------------
IRON AGE Taiwan 434,908 3/16/89
----------------------------------------------------------------
IRON AGE China 642,723 5/21/93
----------------------------------------------------------------
IRON AGE Sweden 176,255 4/16/81
----------------------------------------------------------------
IRON AGE Hong Kong 04875 12/30/93
----------------------------------------------------------------
IRON AGE United Kingdom 1,512,133 9/9/92
================================================================
PENDING FOREIGN TRADEMARK APPLICATIONS
--------------------------------------
---------------------------------------------------------
TRADEMARK COUNTRY SERIAL NO. FILING DATE
--------- ------- ---------- ---------------
---------------------------------------------------------
IRON AGE Japan 07-080174 8/3/95
---------------------------------------------------------
IRON AGE Korea 96-12449 3/29/96
---------------------------------------------------------
IRON AGE Korea 96-12448 3/29/96
---------------------------------------------------------
IRON AGE Philippines 102856 9/20/95
=========================================================
-30-
PENDING FOREIGN SERVICE MARKS
-----------------------------
------------------------------------------------------
SERVICE XXXX COUNTRY SERIAL NO. FILING DATE
------------ ------- ---------- ------------
------------------------------------------------------
IRON AGE Korea 96-3290 3/29/96
------------------------------------------------------
IRON AGE Philippines 102,857 9/20/95
======================================================
IRON AGE INVESTMENT COMPANY
---------------------------
FOREIGN SERVICE MARKS
---------------------
------------------------------------------------
SERVICE XXXX COUNTRY SERIAL NO. FILING DATE
------------ ------- ---------- -----------
------------------------------------------------
IRON AGE Mexico 509,304 10/31/95
================================================
PENDING FOREIGN SERVICE MARKS
------------------------------------------------
SERVICE XXXX COUNTRY SERIAL NO. FILING DATE
------------ ------- ---------- -----------
------------------------------------------------
IRON AGE Canada 775,314 2/13/95
================================================
FALCON SHOE MFG. CO.
U.S. TRADEMARKS
---------------
-------------------------------------------------------------------------
TRADEMARK REGISTRATION NO. REGISTRATION DATE
--------- ---------------- -----------------
-------------------------------------------------------------------------
CHIEF QUODDY'S MAINE MADE & Design 656,488 12/31/57
-------------------------------------------------------------------------
XXXXXX 895,088 7/21/70
-------------------------------------------------------------------------
XXXXXX TYROLEANS 740,975 11/20/62
-------------------------------------------------------------------------
XXXXXX WAFFLE-STOMPERS 973,456 11/20/73
-------------------------------------------------------------------------
GREAT FOOTWEAR FOR THE GREAT 1,119,327 5/29/79
OUTDOORS
-------------------------------------------------------------------------
THE WAY OF NATURE. . .THRU THE 1,110,565 1/2/79
HANDS OF MAN
-------------------------------------------------------------------------
RUGGARDS (Stylized) 419,794 3/5/46
-------------------------------------------------------------------------
TRU-TRAK 1,437,386 4/21/87
-------------------------------------------------------------------------
TRUKKERS 993,107 9/10/74
-------------------------------------------------------------------------
XXXXXX DOUBLE COVERAGE TOES & 1,855,821 9/27/94
Design
=========================================================================
-31-
STATE TRADEMARK
---------------
==============================================================
TRADEMARK STATE REGISTRATION NO. REGISTRATION DATE
--------------------------------------------------------------
XXXXXX Vermont 4,553 3/29/73
(Stylized)
==============================================================
FOREIGN TRADEMARKS
=====================================================================
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
---------------------------------------------------------------------
XXXXXX Austria 142,074 5/21/92
---------------------------------------------------------------------
XXXXXX Canada 225,957 2/10/78
TYROLEANS
---------------------------------------------------------------------
DUNHAM'S Italy 259,229 5/30/70
---------------------------------------------------------------------
XXXXXX Japan 1,620,432 9/29/83
---------------------------------------------------------------------
XXXXXX Germany 2,027,548 1/5/93
---------------------------------------------------------------------
XXXXXX Spain 1/683/507 4/3/95
---------------------------------------------------------------------
XXXXXX Canada 460,625 0/0/00
---------------------------------------------------------------------
XXXXXX Xxxxx Xxxxxx 815,685 6/6/81
MOCCASINS &
Design
=====================================================================
PENDING FOREIGN TRADEMARK APPLICATIONS
--------------------------------------
================================================
TRADEMARK COUNTRY SERIAL NO. FILING DATE
------------------------------------------------
XXXXXX Canada 699,353 2/20/92
------------------------------------------------
AMOR-TECH Canada 801,437 1/10/96
================================================
-32-
PENDING U.S. PATENT APPLICATIONS
--------------------------------
==========================================================
TITLE SERIAL NO. FILING DATE
----------------------------------------------------------
METHODS AND APPARATUSES FOR 08/543,002 10/13/95
INSULATING AN ARTICLE OF
FOOTWEAR HAVING A PROTECTIVE
TOE CAP
==========================================================
Service Xxxx License Agreement dated January 29, 1995 between Iron Age
Investment Company and Iron Age Canada, Ltd.
Service Xxxx License Agreement dated January 29, 1995 between Iron Age
Investment Company and Iron Age de Mexico S.A. de C.V.
Services Agreement dated January 29, 1995 between Iron Age Investment Company
and Iron Age Corporation.
Assignment of Service Xxxx dated February 14, 1995 between Iron Age Corporation
and Iron Age Investment Company.
Assignment of Service Xxxx dated January 29, 1995 between Iron Age Corporation
and Iron Age Investment Company.
License Agreement dated July 25, 1994 (the "Falcon/Xxxx License Agreement")
between Falcon Shoe Mfg. Co. and X.X. Xxxx & Associates, Inc. ("Xxxx").
Manufacturing Certification Agreement dated July 25, 1994 (the "Falcon/Xxxx
Manufacturing Agreement") between Falcon Shoe Mfg. Co. and Xxxx.
License Agreement dated August 15, 1994 between Iron Age Corporation and Xxxx
(the "Iron Age/Xxxx License Agreement").
-33-
SCHEDULE 5.7
Contractual Obligations
(a)
Employment Agreement among the Company, Iron Age Corporation and Xxxxxx X.
Xxxxxx dated May 4, 1994.
Employment Agreement among the Company, Iron Age Corporation and Xxxxx X.
XxXxxxxxx dated November 20, 1995.
Employment Agreement among the Company, Iron Age Corporation and Xxxxxxx X.
Xxxxx dated November 20, 1995.
Employment Agreement among the Company, Iron Age Corporation and Xxx X. Xxxx
dated November 20, 1995.
Employment Agreement among the Company, Iron Age Corporation and Xxx X. Xxxxxx
dated November 20, 1995.
Employment Agreement among Falcon Shoe Mfg. Co. and Xxxxxxxx X. Xxxxxxxx dated
August 1, 1994.
Xxxxxxxx Non-Competition Agreement dated August 1, 1994.
Consulting Services Agreement between Iron Age Corporation and BCC Industrial
Services, Inc.
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxx X. Xxxxxx.
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxxx X. Xxxxx.
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxx X. XxXxxxxxx.
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxx X. Xxxxxx.
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation,
Falcon Shoe Mfg. Co. and Xxxxxxxx X. Xxxxxxxx.
Oral agreement to pay Xxx Xxxxx a commission based on per pair of footware sales
for footwear exported from China, Korea and Taiwan.
Oral agreement to pay X.X. Xxxxx Company a commission based upon a percentage of
"first cost" for footwear exported from China, Korea and Taiwan.
The Xxxxxx Deferred Compensation Agreement dated August 1, 1994 between Falcon
Shoe Mfg. Co. and Xxxxx Xxxxxx.
Key Man Life Insurance Policy for Xxxxxxxx Xxxxxxxx.
-34-
(b)
Distributor Agreement dated February 25, 1994 between Iron Age Corporation and
Deep South Mobile.
Letter Agreement dated May 23, 1995 between Steel Toes Enterprises and Iron Age
Corporation.
Letter Agreement dated March 26, 1996 between Xxxxxxxxx Pacific International
and Iron Age Corporation, as amended on September 18, 1996.
(d)
See Schedule 5.14
(e)
Amended and Restated Credit Agreement dated as of January 27, 1995 among Iron
Age Corporation and PNC Bank as agent for the banks named therein and related
documentation.
Amended and Restated Revolving Credit Note in favor of PNC Bank in the principal
amount of up to $10,200,000.
Revolving Credit Note in favor of Society National Bank in the principal amount
of up to $6,800,000.
Amended and Restated Term Note in favor of PNC Bank in the principal amount of
$6,000,000.
Term Note in favor of Society National Bank in the principal amount of
$4,000,000.
Swing Note in favor of PNC Bank in the principal amount of up to $2,000,000.
Promissory Note in favor of Colonial Safety, executed by Iron Age Corporation,
in the amount of approximately $150,000.
Acquisition Financing Agreement dated January 29, 1990 between Iron Age Holdings
Corporation, Childs Acquisition Corporation, SLA I, MLA I, MLA II and MLA III,
as amended, and related documentation.
Promissory Note dated January 30, 1990 in the principal amount of $4,000,000 in
favor of Mezzanine Lending Associates I, L.P.
Promissory Note dated January 30, 1990 in the principal amount of $18,005,211 in
favor of Mezzanine Lending Associates II, L.P.
Promissory Note dated January 30, 1990 in the principal amount of $10,803,143 in
favor of Mezzanine Lending Associates III, L.P.
Senior Note dated October 2, 1990 in the principal amount of $18,881,646 in
favor of Senior Lending Associates I, L.P.
Senior Note dated October 2, 1990 in the principal amount of $10,000,000 in
favor of Senior Lending Associates II, L.P.
Term Loan in favor of Colonial Safety in the principal amount of $349,231.
-35-
Amended and Restated Security Agreement dated as of January 27, 1995 between
Falcon Shoe Mfg. Co. and PNC Bank as agent for the Banks.
Security Agreement (Revolving Credit Note) dated as of January 27, 1995 between
Falcon Shoe Mfg. Co. and PNC Bank as agent for the Banks.
Amended and Restated Security Agreement dated as of January 27, 1995 between
Iron Age Corporation and PNC Bank as agent for the banks named therein.
Stock Pledge Agreement dated as of January 27, 1995 between Iron Age Corporation
and PNC Bank as agent for the Banks.
Amended and Restated Holdings Pledge Agreement dated as of January 27, 1995
between Iron Age Holdings Corporation and PNC Bank, as agent for the Banks.
Stock Pledge Agreement dated as of January 27, 1995 between Iron Age Investment
Company and PNC Bank as agent for the Banks.
Collateral assignment to the holders of the BCC Debt of Xxxxxx Xxxxxx'x Key Man
Life Insurance Policy.
Amended and Restated Guaranty dated January 27, 1995 by Iron Age Holdings
Corporation of the indebtedness of Iron Age Corporation under the PNC Credit
Agreement.
Guaranty by Iron Age Holdings Corporation of amounts owing by Iron Age
Corporation as lessee under a Lease with Amplicon, Inc.
Guaranty by Iron Age Corporation in favor of Von-Land Corporation pursuant to
the Iron Age Canada Lease.
Guaranty and Suretyship dated as of January 27, 1995 by Falcon Shoe Mfg. Co. of
the indebtedness of Iron Age Corporation under the PNC Credit Agreement.
Amended and Restated Subsidiary Guaranty and Suretyship Agreement dated as of
January 27, 1995 by Iron Age Investment Company of the indebtedness of Iron Age
Corporation under the PNC Credit Agreement.
Indemnity Agreement dated June 11, 1991 in favor of Von-Land Corporation,
Limited by Iron Age Canada, Ltd.
(f)
Acquisition Financing Agreement dated January 29,1990 between Iron Age Holdings
Corporation, Childs Acquisition Corporation, SLA I, MLA I, MLA II and MLA III,
as amended, and related documentation.
Stock Purchase Agreement dated December 22, 1989, as amended, among the Seller
referred to therein, the Boots Company PLC and Iron Age Holdings Corporation,
and related documentation.
Stock Purchase Agreement among Iron Age Holdings Corporation, Xxxxxxxx X.
Xxxxxxxx, Xxxxxxxx X. Xxxxxxxx and Falcon Shoe Mfg. Co. Employee Stock Ownership
Plan Trust dated November 13, 1989, and related documentation.
Asset Purchase Agreement for Airweld and related documentation.
-36-
Asset Purchase Agreement for Ohio Safety Shoe Corporation dated February 1, 1991
and related documentation.
Asset Purchase Agreement for Protective Footwear, Inc. dated May 6, 1991 and
related documentation.
Asset Purchase Agreement for XxxXxxxxx'x Men at Work, Inc. dated June 22, 1995
and related documentation.
Asset Purchase Agreement for Working Comfort, Inc. dated September 25, 1995 and
related documentation.
Asset Purchase Agreement for Colonial Safety Supply, Inc. dated October 6, 1995
and related documentation.
Asset Purchase Agreement for Xxxxx Safety, Inc. dated June 12, 1991 and related
documentation.
Indemnification Agreement dated September 26, 1991 among Iron Age Corporation,
XXXX Furniture, Inc. and Pennsylvania House, Inc. and related documentation.
(g)
General Services Administration Contract, effective July 26, 1996.
From time to time, Iron Age Corporation provides Central Tractor Farm and Family
Center, Inc. ("CT"), Walls Holdings Company, Inc. and its subsidiaries, and
possibly other Xxxxxx Capital Corporation portfolio companies with footwear and
other items pursuant to purchase orders received by Iron Age Corporation.
Agreement between X.X. Xxxxxxxx and Iron Age Corporation dated July 1, 1996.
Distributor Agreement dated February 25, 1994 between Iron Age Corporation and
Deep South Mobile.
Authorized Wholesale Agreement dated September 27, 1996 between Iron Age
Corporation and Air Liquide.
(h)
Xxxx/Falcon License Agreement.
Xxxx/Falcon Manufacturing Certification Agreement.
Iron Age/Xxxx License Agreement.
-37-
SCHEDULE 5.8
Insurance
Property Insurance Program with Lexington Insurance Company and Travelers
Insurance Company (Primary) and Fireman's Fund and Hartford Insurance
Company (Excess)
Boiler Insurance with Travelers
Casualty covering General, Liability, Workmen's Compensation and Auto with
National Union
Umbrella Policy with National Union
Crime Coverage Policy with National Union
Pension/Fiduciary Liability Insurance with National Union Insurance Company
Cargo Policy with Great American
Travel Accident Policy with Chubb
Maine Workmen's Compensation (separately insured) with Maine Employers
Mutual Insurance Company
New York Disability Policy with Standard Security
Non-Owned Aviation Policy with AIG Aviation
Business Insurance Policy with Economical Mutual Insurance Company for Iron
Age Canada, Ltd.
Alberta Automobile Insurance Policy with Economical Mutual Insurance
Company for Iron Age Canada Ltd.
Ontario Automobile Insurance Policy with Economical Mutual Insurance
Company for Iron Age Canada, Ltd.
Mexico Property and Liability Policy with Chubb
Falcon General Liability
Falcon Business Auto
Falcon Primary Worker's Compensation with Maine Employers Mutual Insurance
Company
Falcon Excess Worker's Compensation with General Reinsurance Company
Falcon Crime Policy
Falcon Profit Sharing Policy
Key Man Insurance; X. Xxxxxx & X. Xxxxxxxx
-38-
SCHEDULE 5.9
Litigation Matters
Xxxxxxx Xxxxx, United States District Court for Western District of
Pennsylvania, C.A. 96-2208. Kleer, a former employee at the Iron Age
Corporation's Pittsburgh, Pennsylvania, facility, on December 9, 1996, filed a
complaint alleging discrimination on the basis of sex, age and disability in his
May 30, 1995 discharge. The charge had previously been dismissed by the Equal
Employment Opportunity Commission for lack of cause. The Company intends to
vigorously defend itself.
See attached Schedule B.
See attached Schedule C.
-39-
SCHEDULE 5.10
Compliance with Laws
None
-40-
SCHEDULE 5.11
Tax Matters
Iron Age Corporation is currently under sales tax audits with the following
states:
Illinois
Arizona
Indiana
Iron Age Corporation is currently under an income tax audit with New York.
-41-
SCHEDULE 5.12
Employee Benefit Plans
Iron Age Holdings Corporation Incentive Stock Option Plan.
Iron Age Corporation Profit Sharing Retirement Plan as amended through
January 1, 1994.
Iron Age Corporation Pension Plan for Employees of Iron Age Corporation
Represented by Teamsters Local Union 636 as amended through January 1, 1994.
Iron Age Corporation Supplemental Pension Plan.
Falcon 1994 Super Incentive Bonus Plan.
Iron Age Corporation Group Benefit Plans:
Long Term Disability Plan dated September 1, 1996
Travel Accident Insurance Plan dated January 30, 1990
Blue Cross/Blue Shield Medical Plan dated October 1, 1996
Group Life/ADD Plan dated September 1, 1996
Educational Assistance Plan dated January 1, 1992
Prevailing Fee 100 Group Medial Plan dated March 1, 1994
U.S. Health Care HMO Plan dated October 1, 1987
Blue Choice HMO Plan dated December 1, 1991
Hospital/Medical/Surgical Plan of Puerto Rico dated November 1, 1996
Cafeteria Plan dated August 1, 1993
Falcon Shoe Mfg. Co. Welfare Benefit Plans:
Falcon Fringe Benefits Plan
LTD Contract dated April 7, 1993
Group Life Contract dated August 10, 1993
Weekly Indemnity Contract dated August 10, 1993
Falcon Flex Plan dated July 1, 1994
Iron Age Canada, Ltd. Group Insurance Policy dated December 7, 1993.
Iron Age Corporation Sale Incentive Plan
Falcon Shoe Mfg. Co. Sale Incentive Plan
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxx X. Xxxxxx
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxxx X. Xxxxx
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxx X. XxXxxxxxx
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxx X. Xxxxxx.
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxxxx X. Xxxxxxxx
-42-
Xxxxxx Deferred Compensation Letter dated August 1, 1994
The following individuals have the right to the following annual payments until
death:
Mrs. Childs $48,000
Xx. Xxxxxxxx $18,000
Xx. Xxxxxx $ 2,400
-------
$68,400
=======
Iron Age Corporation maintains the Pension Plan for Employees of Iron Age
Corporation (the "Plan") represented by Teamsters Local Union 636. The Plan was
amended effective December 31, 1991 to freeze all future benefit accruals. The
Plan is at full-funding limits.
See attached letter re: Forms 5500
-43-
SCHEDULE 5.14
Affiliate Transactions
----------------------
Contribution Agreement dated as of December 26, 1996 among Xxxxxx Capital
Corporation, as the Seller's Representatives, and the Sellers named therein
("Sellers Contribution Agreement").
Acquisition Financing Agreement dated January 29, 1990 between Iron Age Holdings
Corporation, Childs Acquisition Corporation, SLAI, MLAI, MLAI, MLA II and MLA
III, as amended, and related documents
Lease for Premises at 000 Xxxx Xxxxxx, Xxxx Xxx, Xxx Xxxx
Xxxxxx Demand Promissory Note in favor of Iron Age Corporation dated as of
November 20, 1995 as executed by Xxxxxx X. Xxxxxx in the principal amount of
$1,000,000.
Rush Demand Promissory Note in favor of Iron Age Corporation dated as of
November 20, 1995 as executed by Xxx X. Xxxx in the principal amount of
$265,000.
Xxxxx Demand Promissory Note in favor of Iron Age Corporation dated as of
November 20, 1995 as executed by Xxxxxxx X. Xxxxx in the principal amount of
$265,000.
XxXxxxxxx Demand Promissory Note in favor of Iron Age Corporation dated as of
November 20, 1995 as executed by Xxxxx X. XxXxxxxxx in the principal amount of
$265,000.
Stella Demand Promissory Note in favor of Iron Age Corporation dated as of
November 20, 1995 as executed by Xxxxxx X. Xxxxxx in the principal amount of
$265,000.
Xxxxxx Stock Pledge Agreement dated as of November 20, 1995 between Xxxxxx X.
Xxxxxx and Iron Age Corporation.
Rush Stock Pledge Agreement dated as of November 20, 1995 between Xxx X. Xxxx
and Iron Age Corporation.
Xxxxx Stock Pledge Agreement dated as of November 20, 1995 between Xxxxxxx X.
Xxxxx and Iron Age Corporation.
XxXxxxxxx Stock Pledge Agreement dated as of November 20, 1995 between Xxxxx X.
XxXxxxxxx and Iron Age Corporation.
Stella Stock Pledge Agreement dated as of November 20, 1995 between Xxxxxx X.
Xxxxxx and Iron Age Corporation.
Amended and Restated Stockholders' Agreement dated as of May 21, 1990, as
amended May 4, 1994, among Iron Age Corporation and the Stockholders named
therein.
Collateral assignment to the holders of the BCC Debt of Xxxxxx Xxxxxx'x Key Man
Life Insurance Policy.
Employment Agreement among the Company, Iron Age Corporation and Xxxxxx X.
Xxxxxx dated May 4, 1994.
Employment Agreement among the Company, Iron Age Corporation and Xxxxx X.
XxXxxxxxx dated November 20, 1995.
Employment Agreement among the Company, Iron Age Corporation and Xxxxxxx X.
Xxxxx dated November 20, 1995.
-44-
Employment Agreement among the Company, Iron Age Corporation and Xxx X. Xxxx
dated November 20, 1995.
Employment Agreement among the Company, Iron Age Corporation and Xxx X. Xxxxxx
dated November 20, 1995.
Employment Agreement among Falcon Shoe Mfg. Co. and Xxxxxxxx X. Xxxxxxxx dated
August 1, 1994.
Xxxxxxxx Non-Competition Agreement dated August 1, 1994.
Consulting Services Agreement between Iron Age Corporation and BCC Industrial
Services, Inc.
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxx X. Xxxxxx.
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxxx X. Xxxxx.
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxx X. XxXxxxxxx.
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxx X. Xxxxxx.
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation,
Falcon Shoe Mfg. Co. and Xxxxxxxx X. Xxxxxxxx.
From time to time, Iron Age Corporation provides Central Tractor Farm and Family
Center, Inc. ("CT"), Walls Holdings Company, Inc. and its subsidiaries and
possibly other Xxxxxx Capital Corporation portfolio companies with footwear and
other items pursuant to purchase orders received by Iron Age Corporation.
-45-
SCHEDULE 8.3
Third Party Consents
1. Consent of PNC Bank and Society National Bank pursuant to PNC Credit
Agreement and PNC Stock Pledge Agreement dated January 2, 1996.
2. Consent of Xxxx relating to the Falcon/Xxxx License Agreement referred to
on Schedule 5.6.
3. Consent of Xxxx relating to the Falcon/Xxxx Manufacturing Agreement
referred to on Schedule 5.6.
4. Consent of Xxxx relating to the Iron Age/Xxxx License Agreement referred to
on 5.6.
5. Consent of CTI Group/Amplicon Leasing relating to the CTI Group/Amplicon
Leasing Security Agreement covering equipment relating to the Mobile Point
of Sale Agreement.
6. Consent of Amplicom Financial relating to the Master Lease Agreement by and
between Amplicon, Inc. and Iron Age Corporation.
7. Consent of Von-Land Corporation Limited under a lease dated June 11, 1991
and a renewal lease dated November 23, 1995 between Von-Land Corporation
Limited and Iron Age Canada Ltd. for office space located at 000 X.
Xxxxxxxxx Xxxx, Xxxx 0, Xxxxxxx, Xxxxxxx LYK3RZ.
-46-
SCHEDULE 10.1
Employee Payments
Iron Age Corporation Sale Incentive Plan
Falcon Shoe Mfg. Co. Sale Incentive Plan
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxx X. Xxxxxx
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxxx X. Xxxxx
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxx X. XxXxxxxxx
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxx X. Xxxxxx
Letter Agreement dated August 27, 1996 among Iron Age Holdings Corporation, Iron
Age Corporation and Xxxxxxxx X. Xxxxxxxx
Sellers Contribution Agreement
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