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EXHIBIT 4.14
SECOND AMENDMENT TO PLEDGE AGREEMENT
SECOND AMENDMENT dated as of December 30, 1993, among JBI, INC., a
Massachusetts corporation (the "Borrower"); J. BAKER, INC., a Massachusetts
corporation ("Baker"); each of the Subsidiary Guarantors that is a signatory
hereto (individually, a "Subsidiary Guarantor" and, collectively, the
"Subsidiary Guarantors"); and SHAWMUT BANK, N.A., a national banking
association, as agent for the Banks party to the Credit Agreement referred to
below (in such capacity, together with its successors in such capacity, the
"Agent").
The Borrower, Baker, the Banks and the Agent are parties to a
Revolving Credit and Loan Agreement dated as of February 1, 1993 (as amended by
the First Amendment and Waiver Agreement referred to below and as otherwise
modified and supplemented and in effect from time to time, the "Credit
Agreement").
The Borrower, Baker, the Subsidiary Guarantors and the Agent are
parties to a Pledge Agreement dated as of February 1, 1993 (as amended by the
First Amendment thereto referred to below and in effect on the date hereof, the
"Pledge Agreement").
The Borrower, Baker, the Banks and the Agent have entered into a First
Amendment and Waiver Agreement (the "First Amendment and Waiver Agreement")
dated as of November 19, 1993 relating to the Credit Agreement.
Tishkoff Enterprises, Inc., an Ohio corporation ("Tishkoff"), became a
Subsidiary of Baker after the date of the Credit Agreement as a result of the
Acquisition described in the First Amendment and Waiver Agreement. As a
condition precedent to the effectiveness of the First Amendment and Waiver
Agreement, the parties hereto have executed and delivered a First Amendment
dated as of November 19, 1993 (the "First Amendment to the Pledge Agreement")
to the Pledge Agreement, under which Baker has pledged, as required under
Section 7.04 of the Credit Agreement, to the Agent for the benefit of the Banks
and the Agent, as collateral security for the Secured Obligations (as defined
in the Pledge Agreement), all of the issued and outstanding shares of capital
stock of all classes of Tishkoff owned by Baker.
As a result of the Second Step of the Acquisition (as defined in the
First Amendment and Waiver Agreement), JBAK Acquisition Corp., an Ohio
corporation and a wholly-owned subsidiary of Baker, has merged (the "Merger")
into Tishkoff with Tishkoff being the surviving corporation of the Merger and
being renamed "Shoe Corporation of America, Inc.", an Ohio corporation ("Shoe
Corporation").
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Concurrently with the Merger, Baker and Shoe Corporation have
exchanged the certificates evidencing all of the shares of capital stock of
Tishkoff for the certificates evidencing all of the shares of capital stock of
Shoe Corporation.
In consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
recognizing that the continuation of credit to the Borrower under the Credit
Agreement is expected to be of financial benefit to Baker and the Subsidiary
Guarantors, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Agreement, terms defined in the Pledge Agreement are used herein as defined
therein.
Section 2. Amendments. Effective as of the date hereof, the Pledge
Agreement and other Operative Documents and Financing Agreements shall be
amended as follows:
A. Shoe Corporation shall be deemed to be an "Issuer" for all
purposes of the Pledge Agreement.
B. Annex 1 to the Pledge Agreement shall be amended by inserting
beneath the name of Baker the following:
Certificate Registered Description
Issuer Nos. Owner of Shares
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Shoe No. C1 J. Baker, Inc. 100 shares of
Corporation common stock, no par
of America, value
Inc.
No. P1 J. Baker, Inc. 40,000 shares of
Class A preferred
stock, par value
$1.00".
C. References in each of the Credit Agreement and the other Operative
Documents and Financing Agreements to the Pledge Agreement or words of like
import (including indirect references thereto) shall be deemed to be references
to the Pledge Agreement as amended hereby.
Section 3. Representations and Warranties. Baker represents and
warrants to the Agent that, as of the date hereof, after giving effect to this
Second Amendment: (a) the representations and warranties set forth in Section 2
of the Pledge Agreement are true and complete on the date hereof as if made on
and as of the date hereof and as if each reference in said Section 2 to "this
Agreement" included reference to this
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Second Amendment and (b) the certificates described in Section 2.B hereof
evidence all of the issued and outstanding shares of capital stock of all
classes of Shoe Corporation and all these shares are owned beneficially or of
record by Baker (and the foregoing shall be deemed to be representations and
warranties made in an Operative Document for purposes of Section 11.01(d) of the
Credit Agreement).
Section 4. Miscellaneous. Except as herein provided, the Pledge
Agreement shall remain unchanged and in full force and effect. This Amendment
may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment by signing any such counterpart. This
Amendment shall be governed by, and construed in accordance with, the law of
the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the day and year first above written.
JBI, INC.
By
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Title:
J. BAKER, INC.
By
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Title:
SHAWMUT BANK, N.A.,
as Agent
By /s/ Roger A. Stone
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Title: Vice President
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Second Amendment and (b) the certificates described in Section 2.B hereof
evidence all of the issued and outstanding shares of capital stock of all
classes of Shoe Corporation and all these shares are owned beneficially or of
record by Baker (and the foregoing shall be deemed to be representations and
warranties made in an Operative Document for purposes of Section 11.01(d) of the
Credit Agreement).
Section 4. Miscellaneous. Except as herein provided, the Pledge
Agreement shall remain unchanged and in full force and effect. This Amendment
may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment by signing any such counterpart. This
Amendment shall be governed by, and construed in accordance with, the law of
the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the day and year first above written.
JBI, INC.
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
J. BAKER, INC.
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
SHAWMUT BANK, N.A.,
as Agent
By
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Title: Vice President
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We hereby acknowledge, consent and agreed to the terms of the foregoing Second
Amendment to Pledge Agreement and confirm that our obligations under the Pledge
Agreement shall remain unchanged and in full force and effect.
Dated: December 30, 1993
SPENCER COMPANIES, INC.
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
SPENCER NO. 301 CORP.
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
JBI HOLDING CO., INC.
By /s/ Alan I. Weinstein
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Title: President
THE CASUAL MALE, INC.
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
WGS CORP.
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
TCM HOLDING COMPANY, INC.
By /s/ Alan I. Weinstein
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Title: President
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MORSE SHOE INC.
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
BUCKMIN, INC.
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
ELM EQUIPMENT CORP.
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
JARED CORPORATION
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
MORSE SHOE (CANADA) LTD.
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
MORSE SHOE INTERNATIONAL, INC.
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
ISAB, INC
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
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WHITE CAP FOOTWEAR, INC.
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President