Exhibit 4.9
AMENDMENT TO SHAREHOLDER AGREEMENT
THIS AMENDMENT TO SHAREHOLDER AGREEMENT is made and entered into as of the
25th day of November, 1996, 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 Permitted Transferee, 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 transfers of limited partnership interests in the Limited Partnerships
to "Permitted Transferees" (which for purposes of the Shareholder Agreement is
defined to include the spouse of a limited partner in the Limited Partnerships
or trusts solely for the benefit of one or more of such a limited partner or his
or her Family Members (as defined in the Shareholder Agreement); and
WHEREAS, Xxxxxx Xxxxxxxx, a partner in the First Limited Partnership
desires to transfer certain of his limited partnership interests in the First
Limited Partnership to Xxxxxxxx Family Partners L.L.C., a Georgia limited
liability company (the "Xxxxxxxx L.L.C."), the members of which would include
only Xxxxxxxx and persons whom would be either Permitted Transferees or Family
Members, as defined in the Shareholder Agreement; and
WHEREAS, the Xxxxxxxx L.L.C. would not be expressly included as a Permitted
Transferee under the Shareholder Agreement in the absence of an amendment to 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 Xxxxxxxx L.L.C.
would constitute a Permitted Transferee.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The definition of Permitted Transferee in the Shareholder Agreement is
hereby expanded to include the Xxxxxxxx L.L.C. as long as each member of the
Xxxxxxxx L.L.C. other than Xxxxxx Xxxxxxxx is either a Permitted Transferee or a
Family Member, as those terms are defined in the Shareholder Agreement.
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 Melville Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
WILSONS THE LEATHER EXPERTS INC.
By /s/ Xxxx X. Xxxxxx
----------------------------
Its Chairman
------------------------
LEATHER INVESTORS LIMITED PARTNERSHIP I
By /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: General Partner
And /s/ Xxxxxx Xxxxxxxx
---------------------------
Name: Xxxxxx Xxxxxxxx
Title: General Partner
LEATHER INVESTORS LIMITED PARTNERSHIP II
By /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: General Partner
And /s/ Xxxxxx Xxxxxxxx
---------------------------
Name: Xxxxxx Xxxxxxxx
Title: General Partner
/s/ Xxxx X. Xxxxxx
----------------------------
Xxxx Xxxxxx
/s/ Xxxxx X. Xxxxxx
----------------------------
Xxxxx Xxxxxx
/s/ Xxxx X. Sell
----------------------------
Xxxx X. Sell, Trustee,
Xxxxxxx Xxxxx Xxxxxx
1996 Irrevocable Trust U/A dated 9/16/96
/s/ Xxxx X. Sell
----------------------------
Xxxx X. Sell, Trustee,
Xxxxx Xxxxx Xxxxxx
1996 Irrevocable Trust U/A dated 9/16/96
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