Exhibit 10.1
AMENDMENT TO
THE TRANSACTION AGREEMENT
THIS AMENDMENT TO THE TRANSACTION AGREEMENT (this "Amendment") is made and
entered into as of July 31, 1999 by and between The North Face, Inc., a Delaware
corporation (the "Company"), and TNF Acquisition LLC, a Delaware limited
liability company ("TNF"), with reference to the following facts:
A. The Company and TNF are parties to that certain Transaction
Agreement dated February 27, 1999, as amended as of the date hereof (the
"Transaction Agreement").
B. TNF wishes to extend the term of the Transaction Agreement and in
consideration therefor TNF has agreed to the other amendments set forth below.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree that the following sections of the
Transaction Agreement shall be amended as follows:
The phrase "July 31, 1999" shall be deleted from the first sentence of
Section 10.1.5 of the Transaction Agreement and replaced with the phrase
"August 31, 1999."
The parties hereby agree that, notwithstanding anything to the
contrary contained in the Transaction Agreement, (i) the Company agrees to
reimburse TNF for its Expenses (as that term is defined in Section 10.3 of the
Transaction Agreement), as limited by subsection (ii) of this paragraph, if the
transactions contemplated by the Transaction Agreement are not consummated and
(ii) the maximum aggregate amount payable for such Expenses pursuant to Section
10.3 of the Transaction Agreement shall be limited to $2,200,000 for all
Expenses incurred by TNF through July 31, 1999 plus up to $500,000 of newly
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incurred reasonable documented Expenses incurred between August 1 and August 31,
1999. Payment pursuant to this paragraph shall be made in accordance with the
timing and manner set forth in the Transaction Agreement.
The parties hereby agree that (i) there is no basis for any termination
of the Transaction Agreement as a result of any alleged violation of Section
8.5 thereof prior to the date hereof; (ii) any prior attempt to terminate the
Transaction Agreement by either party is withdrawn and null and void; and
(iii) subject to the provisions of Section 8.5 of the Transaction Agreement,
no violation of the Transaction Agreement will result if the Company retains
BT Alex. Xxxxx to assist it in evaluating its strategic alternatives.
Except as specifically amended hereby, the Transaction Agreement remains
in full force and effect.
IN WITNESS HEREOF, the parties hereto have caused this Amendment to be
signed by their respective officers thereunto duly authorized as of the date
first written above.
THE NORTH FACE, INC.,
a Delaware Corporation
By:____________________________
Name:
Title:
TNF ACQUISITION LLC,
a Delaware limited liability company
By:____________________________
Name:
Title:
