EXHIBIT 10.20
Xxxxxx Capital Corporation
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 26, 1997
IAH Acquisition Corp.
c/o Fenway Partners, Inc.
000 Xxxx 00xx Xxxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Amendment No. 1 to Stock Purchase Agreement (the "Amendment")
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Ladies and Gentlemen:
Xxxxxx Capital Corporation, in its capacity as Sellers' representative (the
"Sellers' Representative"), IAH Acquisition Corp. ("Buyer") and each of Xxxx X.
Xxxxx, Xxxxx X. XxXxxxxxx, Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxx,
and Mezzanine Lending Associates I, L.P., Mezzanine Lending Associates II, L.P.,
Mezzanine Lending Associates III, L.P., Senior Lending Associates I, L.P.,
Senior Lending Associates II, L.P. and BCC Industrial Services, Inc.
individually, and Xxxxxx X. Xxxxxx, individually and as the consenting party on
behalf of the Selling Parties pursuant to the provisions of Section 14.6 of the
Purchase Agreement (as defined below) hereby agree as follows:
1. REFERENCE TO PURCHASE AGREEMENT.
Reference is hereby made to the Stock Purchase Agreement among Iron Age
Holdings Corporation, the Selling Parties of Iron Age Holdings Corporation and
Buyer (the "Purchase Agreement") dated as of December 26, 1996. Terms defined
in the Purchase Agreement and not otherwise defined herein are used herein with
the meanings so defined.
2. AMENDMENTS TO PURCHASE AGREEMENT.
In accordance with Section 14.2 of the Purchase Agreement, Buyer and
Sellers' Representative, and each of the Sellers hereby agree that, effective as
of the date hereof, the Purchase Agreement is hereby amended as follows:
2.1. Amendment to Section 3.1. Section 3.1 of the Purchase Agreement is
------------------------
hereby amended and restated to read in its entirety as follows:
"3.1. Purchase Price. At the Closing, the Buyer will pay by wire
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transfer of immediately available funds and the issuance of the Rollover
Options (as defined below) an aggregate amount equal to $138,000,000 (the
"Purchase Price"). The Purchase Price shall 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"),
------------
(ii) cancellation of Options to purchase an aggregate of 6,146.82 shares of
Class A Common Stock held by certain specified members of the Company's
management as set forth on Schedule 1 hereto and the issuance promptly
following the Closing of options to purchase, for an exercise price of
$36.36 per share, an aggregate of 11,387.52 shares of common stock in the
parent corporation of Buyer (the "Rollover Options"), valued for purposes
----------------
of this Agreement at $3,726,821.33 (the "Option Value"), to such members of
------------
management (the "Rollover Managers") in the amounts set forth opposite
-----------------
their names under column 7 on Schedule 1 hereto and (iii) by wire transfer
of immediately available funds, to such account or accounts as the Sellers
may specify, of the balance of the Purchase Price, after deducting the Debt
Payment and the Option Value (the "Cash Consideration"). The Cash
------------------
Consideration shall be allocated among each of the Sellers in the
respective percentages (each a "Closing Payment Percentage") set forth
--------------------------
under column 8 on Schedule 1."
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2.2. Amendment to Section 3.3. Section 3.3 of the Purchase Agreement is
------------------------
hereby amended and restated to read in its entirety as follows:
"3.3. Delivery. On the Closing Date, each of the Sellers shall
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deliver to the 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, (b) the Rollover Managers, the Rollover
Options, and (c) the Sellers, the Cash Consideration."
2.3 Amendment to Article 9. A new Section 9.6 shall be inserted
----------------------
immediately following Section 9.5, which Section 9.6 shall read in its entirety
as follows:
"9.6. Management Participation.
------------------------
9.6.1. Options to purchase an aggregate of 6,146.82 shares of
Class A Common Stock of the Company held by the Rollover Managers
shall be cancelled;
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9.6.2. Rollover Options to purchase, for an exercise price of
$36.36 per share, an aggregate of 11,387.52 shares of the common stock
of the parent corporation of Buyer ("Parent Stock"), all as set forth
------------
on Schedule 1 hereto, shall be issued to the Rollover Managers in
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consideration of their performance of future services to Buyer and its
Affiliates; and
9.6.3. Certain of the Rollover Managers shall purchase in
exchange for a cash payment of $45,905.67 Rollover Options to
purchase, for an exercise price of $36.36 per share, an aggregate of
140.26 shares of Parent Stock all as set forth on Schedule 1 hereto."
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2.4. Amendment to Section 11.3. Section 11.3 is hereby amended by
-------------------------
inserting the following sentence at the end thereof:
"For purposes of determining any Seller's Percentage of the Cash
Consideration under clause (b) of this Section 11.3, such amount
shall be calculated in accordance with column 6 of Schedule 1 as
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if Buyer had purchased in cash, for an amount equal to the
Purchase Price minus the Debt Payment, all of the Shares, Options
and Warrants at the Closing and no Rollover Options were issued."
2.5. Amendments to Section 14.6.
--------------------------
2.5.1. Section 14.6(a) is hereby and restated to read in its
entirety as follows:
"14.6. Sellers' Representative. (a) Each of the Sellers hereby
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appoints Xxxxxx Capital Corporation ("Sellers' Representative") or its
-----------------------
designee (as appointed in writing), as the agent, 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 the Cash Consideration, provided, that,
-------- ----
Xxxxxxxxxxx & Xxxxxxxx LLP may, pursuant to this Section 14.6, receive
on behalf of the Individual Sellers each of such Individual Seller's
Closing Payment Percentage, net of the attributable Seller's
Percentage of expenses, relating to the Shares to be sold by such
Individual Sellers hereunder and the Company may, pursuant to this
Section 14.6, receive on behalf of the Individual Sellers each of such
Seller's Closing Payment Percentage, net of the attributable Seller's
Percentage of expenses, relating to the Options to be sold by such
Individual Seller hereunder, (iii) to receive and pay out of the Cash
Consideration the Seller's Percentage attributable to each Seller of
all expenses incurred by or on behalf of the Sellers in connection
with the transactions contemplated by this Agreement
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and to pay to each of the Sellers his or its Closing Payment
Percentage, net of the attributable Seller's Percentage of expenses,
provided, that, each of Xxxxxxxxxxx & Xxxxxxxx LLP. and the Company
-------- ----
may, pursuant to this Section 14.6, pay to the Individual Sellers on
whose behalf they receive Cash Consideration under clause (ii) hereof
such Individual Sellers' Closing Payment Percentage, net of the
attributable Seller's Percentage of expenses, subject to any
withholding requirements under applicable law, (iv) to conduct or
cease to conduct, should it elect to do so in its sole discretion, the
defense of any or 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 any or all such claims in its sole
discretion on behalf of any or all the Sellers and exercise any or all
rights which any or all of the Sellers are permitted or required to
exercise under this Agreement, and (v) to execute and deliver, should
it elect to do so in its sole discretion, on behalf of any or all of
the Sellers any or all amendments to this Agreement and to take any or
all other actions to be taken by or on behalf of any or all of the
Sellers and exercise any or all rights which any or all of the Sellers
are permitted or required to exercise under this Agreement; provided,
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however, that (a) the Sellers' Representative shall have no authority
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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 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
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Sellers' Representative shall have no obligation to conduct any
defense or settle any claim or enter into any amendment or take any
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 Sellers' Representative or any BCC Seller. Each of
the Sellers hereby agrees not to assert any claim against, and to
indemnify and hold harmless the 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."
2.5.2. Section 14.6 is hereby further amended by inserting the
following immediately after paragraph (b) thereof:
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"(c) For purposes of determining any Seller's Percentage
under this Section 14.6, such amount shall be calculated in
accordance with column 6 of Schedule 1 as if Buyer had purchased
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in cash, for an amount equal to the Purchase Price minus the Debt
Payment, all of the Shares, Options and Warrants at the Closing
and no Rollover Options were issued."
3. SCHEDULES.
Attached to this Amendment as Exhibit A is the amended and restated
Schedule 1 to the Purchase Agreement, and such Schedule is hereby amended and
restated so as to read in its entirety as set forth on Exhibit A hereto.
4. REPRESENTATIONS AND WARRANTIES.
Each of the parties hereto represents and warrants to each other party that
this Amendment has been duly authorized, executed and delivered by, and is
Enforceable against each such party.
5. MISCELLANEOUS.
Except to the extent specifically amended hereby the provisions of the
Purchase Agreement shall remain unmodified and the Purchase Agreement as amended
hereby is hereby confirmed, as being in full force and effect. This Amendment,
which shall apply to all parties to the Purchase Agreement, may be executed in
counterparts which together shall constitute one instrument and shall be deemed
by a contract made under the laws of the State of Delaware and shall be
construed under and governed by the laws of such State and, shall bind and inure
to the benefit of the parties hereto and their respective successors and
assigns.
[The rest of this page is intentionally left blank.]
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IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment as of the date first above written.
XXXXXX CAPITAL CORPORATION,
in its capacity as Sellers'
Representative under the Purchase
Agreement
By: /s/ Costa Littas
_____________________________________
Title: Managing Director
IAH ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxxxx
_____________________________________
Title: Vice President
/s/ Xxxx X. Xxxxx
________________________________________
Xxxx X. Xxxxx, individually
/s/ Xxxxx X. XxXxxxxxx
________________________________________
Xxxxx X. XxXxxxxxx, individually
/s/ Xxxxxxx X. Xxxxx
________________________________________
Xxxxxxx X. Xxxxx, individually
/s/ Xxxxxx X. Xxxxx
________________________________________
Xxxxxx X. Xxxxx, individually
/s/ Xxxxxx X. Xxxxxx
________________________________________
Xxxxxx X. Xxxxxx, individually
/s/ Xxxxxx X. Xxxxxx
________________________________________
Xxxxxx X. Xxxxxx, individually and
as the consenting party on behalf of
the Selling Parties other than the BCC
Sellers pursuant to Section 14.6 of the
Purchase Agreement
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
BCC Industrial Services, Inc.
By: /s/ Xxxxxx X. Xxxxx
__________________________________________,
a duly authorized officer
Exhibit A
AMENDED AND RESTATED SCHEDULE 1
SCHEDULE 1
Selling Shareholders, Shares, Options and Warrants
(1) (2) (3) (4) (5) (6)
Seller's Percentage
("Seller's Percentage")
Total Options Options of Fully Diluted
Selling Shareholder Shares Options/1/ Being Sold Rolling Over 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. 3,502.00 3.00
Xxxxxxxx X. Xxxxxxxx 000/0/ .000
Xxxxxx X. Xxxxxx 2,760/1/ 6,700 3,249.15 3,450.85 8.10
Xxxxxxx X. Xxxxx 560/1/ 1,097 52.89 1,044.11 1.42
Xxxxx X. XxXxxxxxx 560/1/ 1,097 52.89 1,044.11 1.42
Xxxxxx X. Xxxxxx 259 0 259.00 0.22
Xxxxxxx X. Xxxxxxxx 124 124 -- 0.11
Xxxx Xxxxxxxxxx 311 311 -- 0.27
Xxxxxxx X. Xxxxx 281 281 -- 0.24
Xxxxxx X. Xxxxx 390 390 174.22 0.33
Xxxx X. Xxxxx 323 148.47 174.53 0.28
Xxxx X. Xxxxx 124 124 -- 0.11
Xxx X. Xxxx 730/1/ 305 305 -- 0.89
Xxx X. Xxxxxx 560/1/ 625 625 -- 1.01
Xxxxx X. Xxxxxxx 207 207 -- 0.18
Xxxxxxx X. Xxxxxxx 207 207 -- 0.18
Xxxxx X. Xxxxxx 162 162 -- 0.14
(7) (8)
Seller's Portion
of Cash at Closing
("Closing
Rollover Payment
Selling Shareholder Options Percentage")/7/
------------------- ------- ---------------
Senior Lending Associates I, L.P. -- 6,867,206.24/8/
Senior Lending Associates II, L.P. -- 3,635,930.97/8/
Mezzanine Lending Associates I, L.P. -- 6,402,847.24/8/
Mezzanine Lending Associates II, L.P. -- 28,821,436.39/8/
Mezzanine Lending Associates III, L.P. -- 17,292,729.16/8/
BCC Industrial Services, Inc. -- 2,131,352.22/8/
Xxxxxxxx X. Xxxxxxxx -- 563,863.69
Xxxxxx X. Xxxxxx 6,404.83 2,784,834.71
Xxxxxxx X. Xxxxx 1,929.75 138,291.42
Xxxxx X. XxXxxxxxx 1,929.75 138,291.42
Xxxxxx X. Xxxxxx 617.89/6/ 0.00
Xxxxxxx X. Xxxxxxxx -- 7,440.04
Xxxx Xxxxxxxxxx -- 18,600.11
Xxxxxxx X. Xxxxx -- 16,802.10
Xxxxxx X. Xxxxx 322.78 13,378.57
Xxxx X. Xxxxx 322.78 9,205.40
Xxxx X. Xxxxx -- 7,440.04
Xxx X. Xxxx -- 281,616.37
Xxx X. Xxxxxx -- 301,146.42
Xxxxx X. Xxxxxxx -- 12,400.07
Xxxxxxx X. Xxxxxxx -- 12,400.07
Xxxxx X. Xxxxxx -- 9,672.06
_______________________
/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-2 Common Stock.
/4/ Shares of Class B-2 Common Stock.
/5/ Shares of Class B-3 Common Stock.
/6/ Includes purchase by Xx. Xxxxxx of options to purchase 140.26 shares
in Buyer's parent for a purchase price of $33.36 per option.
/7/ Calculated in accordance with the following formula: Seller's
Percentage (Equity Proceeds + Aggregate Exercise Price + Aggregate
Note Proceeds) -Individual Exercise Price - Individual Note Proceeds.
Individual 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 Individual Note Proceeds applies only to Sellers who
have borrowed money from Iron Age companies.
/8/ Excludes deduction of pro rata portion of $21,095 in expenses.
