Exhibit 4.12
FORM OF
AMENDMENT TO SHAREHOLDER AGREEMENT
THIS AMENDMENT TO SHAREHOLDER AGREEMENT is made and entered into as of the
____ day of May, 1997, by and among Wilsons The Leather Experts Inc., a
Minnesota corporation (the "Company"), Leather Investors Limited Partnership I,
a Minnesota limited partnership (the "First Limited Partnership"), Leather
Investors Limited Partnership II, a Minnesota limited partnership (the "Second
Limited Partnership" and, together with the First Limited Partnership,
collectively, the "Limited Partnerships"), Xxxx Xxxxxx ("Xxxxxx"), Xxxxx Xxxxxx
("Xxxxxx") and Xxxx X. Sell, as Trustee for the Trusts (the "Trusts") of Xxxxxxx
Xxxxx Xxxxxx U/A dated September 16, 1996 and Xxxxx Xxxxx Xxxxxx U/A dated
September 16, 1996 (in such capacity as Trustee of the Trusts, "Sell").
WHEREAS, as of the date of this Agreement, the Company has outstanding (i)
4,320,000 shares of Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), 2,925,000 shares of Class B Common Stock, par value $.01 per
share (the "Class B Common Stock"), and 405,000 shares of Class C Common Stock,
par value $.01 per share (the "Class C Common Stock" and, together with the
Class A Common Stock, the Class B Common Stock and the common stock of the
Company undesignated as to class, herein collectively called the "Common
Stock"), and (ii) 7,405 shares of Series A Preferred Stock, par value $.01 per
share (the "Preferred Stock") (the outstanding shares of Common Stock and
Preferred Stock of the Company being hereinafter referred to as the "Shares");
and
WHEREAS, the Company, the Limited Partnerships, the holders of all of the
general and limited partnership interests in the Limited Partnerships, Xxxxxx,
Xxxxxx and, as a Permitted Transferee of Xxxxxx, Sell, and certain other
employees of the Company are parties to a Shareholder Agreement dated as of May
25, 1996 (as previously amended, the "Shareholder Agreement"), which, among
other things, governs the transfer of the Shares and the outstanding general and
limited partnership interests in the Limited Partnerships; and
WHEREAS, Section 2.3 of the Shareholder Agreement, among other things,
permits each employee of the Company who is a party to the Shareholder Agreement
to transfer his or her Shares to a "Permitted Transferee" of such employee
(which is defined in the Shareholder Agreement to mean any trust solely for the
benefit of one or more of such employee and his or her Family Members (as
defined in the Shareholder Agreement)); and
WHEREAS, Xxxxxx, an employee of the Company, desires to transfer certain of
his Shares to his spouse who, immediately thereafter, would transfer such Shares
to the Xxxxxx Family Limited Partnership, a limited partnership to be formed
under the laws of the State of Minnesota (the "Xxxxxx X.X."), and Xxxxxx,
simultaneously with his wife's transfer of such Shares to the Xxxxxx X.X., would
transfer other Shares owned by Xxxxxx to the Xxxxxx X.X.; and
WHEREAS, Xxxxxx would be a general partner of the Xxxxxx X.X., and the
Xxxxxx X.X. would have no other general partners other than Xxxxxx'x spouse and
no limited partners other than Xxxxxx, his spouse and other persons who would be
either Permitted Transferees or Family Members, as those terms are defined in
the Shareholder Agreement, of Xxxxxx; and
WHEREAS, in the absence of an amendment to the Shareholder Agreement,
Xxxxxx'x spouse would not be expressly included as a Permitted Transferee of
Xxxxxx under the Shareholder Agreement, and the Xxxxxx X.X. would not be
expressly included as a Permitted Transferee of Xxxxxx or his spouse under the
Shareholder Agreement; and
WHEREAS, Section 12.4 of the Shareholder Agreement provides that it may be
amended by a writing signed by the Company, the holders of at least 80% of the
Shares of Common Stock then outstanding and the holders of a majority of the
Shares of Preferred Stock then outstanding; and
WHEREAS, the First Limited Partnership, Xxxxxx, Xxxxxx and Sell hold at
least 80% of the outstanding Shares of Common Stock, and the Second Limited
Partnership holds all of the outstanding Shares of Preferred Stock; and
WHEREAS, the Company, the Limited Partnerships, Xxxxxx, Xxxxxx and Sell
desire to amend the Shareholder Agreement to provide that the Xxxxxx X.X. would
constitute a Permitted Transferee of Xxxxxx.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The definition of Permitted Transferee in the Shareholder Agreement is
hereby expanded to include (i) in respect of Xxxxxx, his spouse, as long as she
transfers any Shares received by her from Xxxxxx to the Xxxxxx X.X. immediately
following her receipt of such Shares, and (ii) in respect of Xxxxxx or his
spouse, the Xxxxxx X.X., as long as Xxxxxx is a general partner of the Xxxxxx
X.X. and the Xxxxxx X.X. has no other general partners other than Xxxxxx'x
spouse and no limited partners other than Xxxxxx, his spouse and other persons
who are either Permitted Transferees or Family Members, as those terms are
defined in the Shareholder Agreement, of Xxxxxx.
2. The Shareholder Agreement shall continue in full force and effect,
unmodified except as expressly amended hereby.
3. This Amendment may be executed in two or more counterparts, each of
which shall be an original, but all of which shall constitute but one agreement,
and shall be effective only if executed by each of the parties hereto and
consented to in writing by CVS New York, Inc. (formerly known as Melville
Corporation).
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
WILSONS THE LEATHER EXPERTS
INC.
By
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Its
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LEATHER INVESTORS LIMITED
PARTNERSHIP I
By
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Name: Xxxx Xxxxxx
Title: General Partner
And
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Name: Xxxxxx Xxxxxxxx
Title: General Partner
LEATHER INVESTORS LIMITED
PARTNERSHIP II
By
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Name: Xxxx Xxxxxx
Title: General Partner
And
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Name: Xxxxxx Xxxxxxxx
Title: General Partner
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Xxxx Xxxxxx
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Xxxxx Xxxxxx
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Xxxx X. Sell, Trustee,
Xxxxxxx Xxxxx Xxxxxx
1996 Irrevocable Trust U/A dated 9/16/96
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Xxxx X. Sell, Trustee,
Xxxxx Xxxxx Xxxxxx
1996 Irrevocable Trust U/A dated 9/16/96
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