Exhibit 10.15
Instrument of Joinder to the
STOCKHOLDERS AGREEMENT
of
Iron Age Holdings Corporation
Reference is made to the Stockholders Agreement dated as of February 26,
1997, as amended and in effect from time to time (the "Stockholders Agreement")
among Iron Age Holdings Corporation, a Delaware corporation formerly known as IA
Holdings Corp. (the "Company"), its initial stockholders and the other persons
from time to time parties thereto. Capitalized terms used and not otherwise
defined in this instrument are used herein as defined in the Stockholders
Agreement.
WHEREAS, pursuant to a Securities Sale Agreement dated as of Xxxxx 00, 0000
(xxx "XXX") by and between the Initial Fund Investor and American Home Assurance
Company (the "New Mezzanine Investor"), the New Mezzanine Investor is to
acquire, among other things, certain equity securities originally issued by the
Company to the Initial Fund Investor pursuant to that certain Securities
Purchase Agreement dated as of February 26, 1997, among the Company, Iron Age
Corporation, as successor by merger to IAH Acquisition Corp., New York Life
Insurance Company and the Initial Fund Investor; and
WHEREAS, it is a condition of such sale that the New Mezzanine Investor
become a Mezzanine Investor for purposes of the Stockholders Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned does hereby confirm, covenant, agree and declare
that the New Mezzanine Investor will be bound by all of the terms and conditions
of the Stockholders Agreement applicable thereunder to Mezzanine Investors and
that all Shares and Options owned by the New Mezzanine Investor (including,
without limitation, the Warrant, as defined in the SSA) will be subject to the
provisions of the Stockholders Agreement applicable to Mezzanine Securities.
This Instrument 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 provisions or rule that would cause the application of
the domestic substantive laws of any other jurisdiction.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed and delivered as of this March 25, 1997 by its officer thereunto duly
authorized.
AMERICAN HOME ASSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
Acknowledged:
Iron Age Holdings Corporation
By /s/ Xxxxxx Xxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
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