Exhibit 10.2
AMENDMENT, dated as of June 4, 2001 (the "Amendment"), to the
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Stockholders' Agreement (the "Stockholders' Agreement"), dated as of July 7,
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1999, by and among Vestar/Xxxx Investors LLC, a Delaware limited liability
company (the "LLC"), St. Xxxx Knits, Inc., a California corporation (the
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"Company"), St. Xxxx Knits, International, Incorporated, a Delaware corporation
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(the "Parent"), Vestar/SJK Investors LLC, a Delaware limited liability company
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("Vestar"), and the parties listed on the signature pages hereto as Xxxxxx X.
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Xxxx, Xxxxx Xxxx, Xxxxx X. Xxxx, Xxxx Family Trust and Xxxxx Xxx Xxxx Trust
(each a "Xxxx Stockholder" and, collectively, the "Xxxx Stockholders").
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W I T N E S S E T H
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WHEREAS, the LLC, the Company, the Parent, Vestar and the Xxxx
Stockholders are parties to the Stockholders' Agreement; and
WHEREAS, the parties desire to amend the Stockholders' Agreement as
set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein made and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
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used herein which are defined in the Stockholders' Agreement are used herein as
therein defined.
2. Amendment to the Stockholders' Agreement. The Stockholders'
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Agreement is hereby amended as follows:
(a) Amendment of Section 1.1. Section 1.1 of the Stockholders'
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Agreement is hereby amended by adding, in appropriate alphabetical order,
the following new definition:
"Chief Executive Officer" shall mean, in the case of the Company,
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the Chief Executive Officer of the Company, and, in the case of the
Parent, the Chief Executive Officer of the Parent.
(b) Amendment of Section 2.1(a). Section 2.1(a) of the
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Stockholders' Agreement is hereby amended by deleting the reference to "5
designees" therein and substituting, in lieu thereof, a reference to "7
designees".
(c) Amendment of Section 2.1(f). Section 2.1(f) of the Stockholders'
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Agreement is hereby amended by deleting such Section in its entirety and
replacing it with the following:
(f) In the event of the dissolution of the LLC, each Stockholder
hereby agrees that so long as this Agreement shall remain in effect,
such Stockholder will vote all of the voting Securities owned or held
of record by such Stockholder so
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as to elect and, during such period, to continue in office a Board of
Directors of the Parent and the Company, each consisting solely of the
following:
(i) 4 designees of Vestar (so long as Vestar and its
Affiliates beneficially own not less than one-half
(1/2) of the number of shares of Common Stock that
were allocated to Vestar pursuant to the LLC
Agreement as of the date of the LLC Agreement) or,
if the foregoing condition is not satisfied, 3
designees of Vestar (so long as Vestar and its
Affiliates beneficially own not less than one-
third (1/3) of the number of shares of Common
Stock that were allocated to Vestar pursuant to
the LLC Agreement as of the date of the LLC
Agreement) or, if the foregoing condition is not
satisfied, 1 designee of Vestar (so long as Vestar
and its Affiliates beneficially own not less than
one-tenth (1/10) of the number of shares of Common
Stock that were allocated to Vestar pursuant to
the LLC Agreement as of the date of the LLC
Agreement), provided, however, that so long as the
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Xxxx Representative has the right to appoint at
least 1 designee and Vestar (and its Affiliates)
beneficially owns more shares of Common Stock than
the Xxxx Stockholders (and their Permitted
Transferees), Vestar shall have the right to
appoint at least as many designees as the Xxxx
Stockholders;
(ii) 2 designees of the Xxxx Representative (so long as
the Xxxx Stockholders and their Affiliates
beneficially own not less than one-half (1/2) of
the number of shares of Common Stock that were
allocated to the Xxxx Stockholders pursuant to the
LLC Agreement as of the date of the LLC Agreement)
or, if the foregoing condition is not satisfied, 1
designee of the Xxxx Representative (so long as
the Xxxx Stockholders and their Affiliates
beneficially own not less than one-fifth (1/5) of
the number of shares of Common Stock that were
allocated to the Xxxx Stockholders pursuant to the
LLC Agreement as of the date of the LLC
Agreement); and
(iii) the Chief Executive Officer (provided that such
Chief Executive Officer is not (A) an employee or
an Affiliate of Vestar or (B) a Xxxx Stockholder
or a member of the Family Group of the Xxxx
Stockholders, in which case the Chief Executive
Officer shall be counted as a designee of either
Vestar or the Xxxx Representative, as the case may
be, for purposes of this Section 2.1(f)).
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3. Continuing Effect of Stockholders' Agreement. This Amendment
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shall not constitute an amendment or waiver of or consent to any provision of
the Stockholders' Agreement not expressly referred to herein. Except as
expressly consented to hereby, the provisions of the Stockholders' Agreement are
and shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in any number of
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counterparts, all of which together shall constitute a single instrument.
5. Governing Law. This Amendment shall be governed by and construed
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and enforced in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
ST. XXXX KNITS INTERNATIONAL,
INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
VESTAR/XXXX INVESTORS LLC
By: Vestar/SJK Investors LLC,
its Managing Member
By: Vestar Capital Partners III, L.P.,
its Managing Member
By: Vestar Associates III, L.P.,
its General Partner
By: Vestar Associates Corporation III,
its General Partner
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
VESTAR/SJK INVESTORS LLC
By: Vestar Capital Partners III, L.P.,
its Managing Member
By: Vestar Associates III, L.P.,
its General Partner
By: Vestar Associates Corporation III,
its General Partner
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
/s/ Xxx Xxxx
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XXX XXXX
/s/ Xxxxx Xxxx
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XXXXX XXXX
/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX
XXXX FAMILY TRUST
By: /s/ Xxx Xxxx
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Name: Xxx Xxxx
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
XXXXX XXX XXXX TRUST
By: /s/ Xxx Xxxx
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Name: Xxx Xxxx
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
