EXHIBIT 4(b)
AMENDMENT TO
STOCKHOLDERS AGREEMENT
This Amendment is made as of December 28, 2004 (this "Amendment") to
that certain Stockholders Agreement dated as of July 22, 2004 (the "Original
Stockholders Agreement") among Xxxx X. Xxxxxxxxxx ("Xxxxxxxxxx" and together
with any transferee to whom he transfers Shares, as hereinafter defined, to the
extent of the Shares (as defined in the Original Stockholders Agreement) so
transferred, collectively, the "Xxxxxxxxxx Stockholders"), Xxxxxxx X. Xxxxxxx
and Xxxxxxx X. Xxxxxxx (the "Xxxxxxx Family" and together with any transferees
to whom any of them transfers Shares to the extent of the Shares so transferred,
collectively, the "Xxxxxxx Family Stockholders"). Each of the Xxxxxxxxxx
Stockholders and the Xxxxxxx Family Stockholders are individually referred to as
a "Stockholder" and collectively referred to as the "Stockholders".
WHEREAS, the parties entered into the Original Stockholders Agreement
in connection with the purchase by Xxxxxxxxxx from the Xxxxxxx Family of an
aggregate of 1,500,000 shares of Common Stock, par value of $.025 per share of
DRYCLEAN USA, Inc., a Delaware corporation (the "Company"); and
WHEREAS, contemporaneously herewith, Xxxxxxxxxx is transferring and
selling to each Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx 250,000 (an aggregate
of 500,000) of such Shares; and
WHEREAS, an amendment to the Stockholders Agreement is necessary to
reflect the original intent of the parties in light of such contemporaneous
transfer;
NOW, THEREFORE, in consideration of the premises and the mutual
representations, covenants and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Stockholders hereby agree as follows:
1. For all purposes of the Stockholders Agreement, the Stockholders
acknowledge that, as of the date hereof, the Shares held by the Xxxxxxxxxx
Stockholders consist of the 1,000,000 Shares to be owned of record by Xxxxxxxxxx
immediately following his transfer of the 500,000 Shares being transferred
contemporaneously herewith to Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx, and the
Shares held by the Xxxxxxx Family Stockholders consist of the 1,760,477 Shares
to be owned of record by each of Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx (an
aggregate of 3,520,954 Shares) immediately following the transfer of such
500,000 Shares to them.
2. Capitalized terms used, but not defined herein shall have the
meaning ascribed to such term in the Original Stockholders Agreement.
3. Except as amended hereby, the Original Stockholders Agreement shall
remain in full force and effect in accordance with its terms.
4. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of them together shall represent
the same agreement.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first written above.
/s/ Xxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxxxxxx
---------------------------
Xxxx X. Xxxxxxxxxx
-2-
