Second Amendment to Agreement and Plan of Merger ("Second Amendment")Shopko Stores Inc • September 29th, 2005 • Retail-variety stores
We refer to the Agreement and Plan of Merger by and among Badger Retail Holding, Inc., Badger Acquisition Corp. and ShopKo Stores, Inc. dated as of April 7, 2005, as amended by the First Amendment thereto, dated September 9, 2005 (as so amended, the "Merger Agreement"). The parties to the Merger Agreement wish to amend the Merger Agreement on the terms set forth herein, and to clarify certain matters with respect to the transactions contemplated in the Merger Agreement. All capitalized terms used in this Second Amendment and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
BADGER RETAIL HOLDING, INC.Shopko Stores Inc • September 29th, 2005 • Retail-variety stores
In connection with the willingness of Levco Alternative Fund, Ltd., Purchase Associates L.P., Purchase Associates II, L.P., Alvarado Capital Partners, L.P., Levco GP, Inc., John A. Levin & Co., Inc. and BKF Capital Group, Inc. (each a “Levco Shareholder” and collectively the "Levco Shareholders") to enter into that certain voting agreement with Badger Retail Holding, Inc. ("Badger") and Badger Acquisition Corp. ("Acquisition"), dated as of September 29, 2005 (the "Voting Agreement"), Badger and Acquisition have agreed to enter into this letter agreement and to take certain actions following the consummation of the merger (the "Merger") of Acquisition with and into ShopKo Stores, Inc. (the "Company"), pursuant to the terms of the Agreement and Plan of Merger by and among Badger, Acquisition and the Company, dated as of April 7, 2005 (as amended, the "Merger Agreement").
BADGER RETAIL HOLDING, INC.Shopko Stores Inc • September 29th, 2005 • Retail-variety stores
In connection with the willingness of Badger Retail Holding, Inc. ("Parent") and Badger Acquisition Corp. ("Acquisition Sub") to enter into a second amendment to the Agreement and Plan of Merger (as amended on September 9, 2005 and September 29, 2005, the "Merger Agreement") by and among Parent, Acquisition Sub and ShopKo Stores, Inc. (the "Company"), dated as of April 7, 2005, pursuant to which Acquisition Sub will merge with and into the Company and all of the outstanding shares of the Company shall be converted into the right to receive $25.50 in cash per share (the "Merger"), Parent and Acquisition Sub have requested that Levco Alternative Fund, Ltd., Purchase Associates L.P., Purchase Associates II, L.P., Alvarado Capital Partners, L.P., Levco GP, Inc., John A. Levin & Co., Inc. and BKF Capital Group, Inc. (collectively, the "Levco Shareholders") agree, and each of the Levco Shareholders have agreed, to enter into this voting agreement (the "Agreement") with respect to all of the
