Exhibit 4.6
AMENDMENT TO SHAREHOLDER AGREEMENT
THIS AMENDMENT TO SHAREHOLDER AGREEMENT is made and entered into as of the
25th day of June, 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") and Xxxxx
Xxxxxx ("Xxxxxx").
WHEREAS, as of the date of this Agreement, the Company has outstanding (i)
4,800,000 shares of Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), 3,250,000 shares of Class B Common Stock, par value $.01 per
share (the "Class B Common Stock"), and 450,000 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 certain other employees of the Company are parties to a Shareholder
Agreement dated as of May 25, 1996 (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, gives the Company and
certain other parties the right or obligation to purchase the Shares and such
partnership interests in certain events, and grants, subject to certain
exceptions, preemptive rights to certain parties in the event the Company issues
shares of Common Stock or Preferred Stock (or options, warrants or other rights
to purchase or subscribe for shares of Common Stock or Preferred Stock or
securities convertible into shares of Common Stock or Preferred Stock); and
WHEREAS, Section 6.4 of the Shareholder Agreement provides that the
preemptive rights granted under the Shareholder Agreement do not apply to the
grant of options to purchase Common Stock or the issuance of Common Stock to, or
the exercise of options to purchase Common Stock by, any employees of the
Company or any of its Subsidiaries; 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 and Xxxxxx 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 and Xxxxxx desire to
amend the Shareholder Agreement to provide that the preemptive rights granted
thereby shall not apply to, among other things, the grant to non-employee
directors of the Company of options to purchase Common Stock or the issuance of
shares of Common Stock upon the exercise of such options.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Clause (i) of Section 6.4 of the Shareholder Agreement is hereby
amended in its entirety to read as follows:
(i) the grant of options to purchase Common Stock or the issuance of
Common Stock to, or the exercise of options to purchase Common Stock by,
any employees or directors of the Company or any of its Subsidiaries,
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
accepted and agreed 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/ XXXXX X. XXXXXX
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Its President
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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 XXXXXX
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Xxxx Xxxxxx
/s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
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