1 Exhibit 10.4 AMENDMENT NO. 1 TO REGISTRATION AGREEMENT THIS AMENDMENT is made as of August 15, 1997, between David's Bridal, Inc. (formerly known as Phillie Bridals, Inc.), a Florida corporation (the "Company"), the Persons listed on Exhibit A...
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Exhibit 10.4
AMENDMENT NO. 1 TO REGISTRATION AGREEMENT
THIS AMENDMENT is made as of August 15, 1997, between David's
Bridal, Inc. (formerly known as Phillie Bridals, Inc.), a Florida corporation
(the "Company"), the Persons listed on Exhibit A hereto (the "Other
Stockholders") and the Persons listed on Exhibit B hereto (the "Investors").
WHEREAS, the Company and certain stockholders of the Company
are parties to that certain Registration Agreement dated as of June 9, 1997 (the
"Registration Agreement"); and
WHEREAS, the Company is selling or agreeing to sell in the
future to certain Stockholders shares of Series D Preferred Stock of the Company
("Series D Preferred") and the Company and the Series D Stockholders desire for
the Series D Preferred to be Registrable Securities under the Registration
Agreement.
NOW, THEREFORE, intending to be legally bound, the Management
Agreement is hereby amended as follows:
1. All terms used in this Amendment but not otherwise defined
in this Amendment shall have the meanings set forth for such terms in the
Registration Agreement.
2. The definition of Clipper Registrable Securities in Section
8(a) of the Registration Agreement is hereby amended and restated in its
entirety to read as follows:
(a) "Clipper Registrable Securities" means (i) any
Class A Preferred issued to the Investors, (ii) any
Class B Preferred issued to the Investors, (iii) any
Class C Preferred issued to the Investors, (iv) any
Class D Preferred issued to the Investors, (v) any
Class A Common issued or issuable to the Investors
upon the conversion of the Class A Preferred or Class
D Preferred, (vi) any Class B Common issued or
issuable to the Investors upon conversion of the
Class B Preferred, (vii) any Class C Common issued or
issuable to the Investors upon conversion of the
Class C Preferred or Class A Common, (viii) any Class
A Common issued or issuable upon conversion of the
Class C Common and (ix) any Stock issued or issuable
to the Investors with respect to securities referred
to in clauses (i) - (viii) by way of a stock dividend
or stock split in connection with a combination of
shares, recapitalization, merger, consolidation or
other reorganization.
3. The definition of Other Stockholder Registrable Securities
in Section 8(b) of the Registration Agreement is hereby amended and restated in
its entirety to read as follows:
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(b) "Other Stockholder Registrable Securities" means
(i) the Class A Common Stock owned by the Other
Stockholders, (ii) any Class D Preferred issued to
the Other Stockholders and (iii) any Class A Common
Stock issued or issuable to the Other Stockholders
with respect to securities referred to in clauses (i)
or (ii) by way of a stock dividend or stock split in
connection with a combination of shares,
recapitalization, merger, consolidation or other
reorganization.
4. Exhibit A is hereby amended and restated in its entirety to
read as set forth on Exhibit A to this Amendment.
5. Any provision of the Registration Agreement which is
inconsistent with the provisions of this Amendment shall be deemed amended to
effectuate the intention expressed herein. Every other provision of the
Registration Agreement shall remain unchanged and in full force and effect.
6. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, this Amendment has been executed as of the
day and year first above written.
/s/ Xxxxxx Erlbaum
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Xxxxxx Erlbaum
/s/ Xxxxx Erlbaum
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Xxxx Erlbaum
/s/ Xxxxxx Xxxxxx
-------------------
Xxxxxx Xxxxxx
/s/ Xxxxxxx Erlbaum
-------------------
Xxxxxxx Erlbaum
/s/ Xxxxxx Xxxxxxxxx
--------------------
Xxxxxx Xxxxxxxxx
XXXXX XXXXXXXXX TRUST
By: /s/ Xxxxxx Xxxxxxxxx
------------------------
Trustee
VEDERMAN FAMILY PARTNERSHIP
By: /s/ Xxxxxxx Xxxxxxxx
------------------------
General Partner
XXXXX XXXXXXXXX TRUST
By: /s/ Xxxxxx Xxxxxxxxx
------------------------
Trustee
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XXXXX XXXXXXXXX TRUST
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------------
Trustee
/s/ Xxx Erlbaum
-----------------------------------------
Xxx Erlbaum
/s/ Marc Erlbaum
-----------------------------------------
Marc Erlbaum
/s/ Xxxxxx Erlbaum
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Xxxxxx Erlbaum
/s/ Xxxxxx Erlbaum, as Custodian
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Xxxx Erlbaum, Xxxxxx Erlbaum as Custodian
/s/ Xxxxxxx Xxxxx
-----------------------------------------
Xxxxxxx Xxxxx
/s/ Xxxxxx Xxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxxxxx Xxxxx
-----------------------------------------
Xxxxxxxxx Xxxxx
ADDWOOD LIMITED
By: /s/ Illegible
-----------------------------------------
Its:
Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx as Custodian
CORESTATES HOLDINGS, INC.
By: /s/ Illegible
-----------------------------------------
Its:
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CLIPPER CAPITAL ASSOCIATES, L.P.
By: Clipper Capital Associates, Inc.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Treasurer and Secretary
CLIPPER/MERBAN, L.P.
By: Clipper Capital Associates, L.P.
Its: General Partner
By: Clipper Capital Associates, Inc.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Treasurer and Secretary
CLIPPER/MERCHANT PARTNERS, L.P.
By: Clipper Capital Associates, L.P.
Its: General Partner
By: Clipper Capital Associates, Inc.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Treasurer and Secretary
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CLIPPER EQUITY PARTNERS I, L.P.
By: Clipper Capital Associates, L.P.
Its: General Partner
By: Clipper Capital Associates, Inc.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Treasurer and Secretary
CLIPPER/SR, L.P.
By: Clipper Capital Associates, L.P.
Its: General Partner
By: Clipper Capital Associates, Inc.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Treasurer and Secretary
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EXHIBIT A
Other Stockholders
Xxxxxx Erlbaum
Xxxx Erlbaum
Xxxxxx Xxxxxx
Xxxxxxx Erlbaum
Xxxxxx Xxxxxxxxx
Xxxxxx Erlbaum, custodian for Xxxx Erlbaum
Xxx Erlbaum
Marc Erlbaum
Xxxxxx Erlbaum
Vederman Family Partnership
Xxxxx Xxxxxxxxx Trust
Xxxxx Xxxxxxxxx Trust
Xxxxx Xxxxxxxxx Trust
Xxxxxxx Xxxxx
Xxxxxx Xxxxxxx
Xxxxxx Xxxxxx, custodian for X. Xxxxxx
Xxxxxxxxx Xxxxx
Addwood Limited
CoreStates Bank, N.A.
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