EXHIBIT 10.16
INSTRUMENT OF JOINDER TO THE
STOCKHOLDERS AGREEMENT
OF
IRON AGE HOLDINGS CORPORATION
Reference is made to the Stockholders Agreement dated as of February 26,
1997, as amended and in effect from time to time (the "Stockholders Agreement")
among Iron Age Holdings Corporation, a Delaware corporation formerly known as IA
Holdings Corp. (the "Company"), its initial stockholders and the other persons
from time to time parties thereto. Capitalized terms used and not otherwise
defined in this instrument are used herein as defined in the Stockholders
Agreement.
WHEREAS, pursuant to a Securities Transfer Agreement dated as of March 25,
1997 (the "STA") by and between the Initial Fund Investor and Banque Nationale
de Paris (the "Designated Investor"), the Designated Investor is to acquire,
among other things, 1,374.99 shares of Common Stock originally issued by the
Company to the Initial Fund Investor pursuant to that certain Subscription
Agreement dated as of March 14, 1997, between the Company and the Initial Fund
Investor; and
WHEREAS, it is a condition of such sale that the Designated Investor become
a Designated Investor for purposes of the Stockholders Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned does hereby confirm, covenant, agree and declare
that the Designated Investor will be bound by all of the terms and conditions of
the Stockholders Agreement applicable thereunder to Designated Investors and
that all Shares and Options owned by the Designated Investor will be subject to
the provisions of the Stockholders Agreement applicable to Designated Investor
Securities.
This Instrument shall be governed by, and construed in accordance with, the
domestic substantive laws of the State of Delaware without giving effect to any
choice or conflict of law provisions or rule that would cause the application of
the domestic substantive laws of any other jurisdiction.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed and delivered as of this March 25, 1997 by its officer thereunto duly
authorized.
BANQUE NATIONALE DE PARIS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: VP AVP
Acknowledged:
Iron Age Holdings Corporation
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
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