EXHIBIT 10.2
AMENDMENT NO. 2, dated as of November 30, 2004
(this "Amendment No. 2"), to the Securities Purchase
Agreement dated as of February 10, 2003 (as amended from
time to time, the "Original Agreement"), among LPA
HOLDING CORP., a Delaware corporation (the
"Corporation"), LPA INVESTMENT LLC, a Delaware limited
liability company ("LPA Investment"), and the parties
signatory thereto (each, an "Other Purchaser"). Each
Other Purchaser and LPA Investment are collectively
referred to as the "Purchasers."
The Corporation and the Purchasers agree to amend the Original
Agreement, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as set forth below.
Section 1. Defined Terms. Unless otherwise defined herein, terms defined
in the Original Agreement are used herein as therein defined.
Section 2. Amendments to the Original Agreement.
(a) The first sentence of Section 1.4(a)(iii) of the Original Agreement is
amended and restated in its entirety as follows:
"(iii) If the Corporation fails to make interest or principal
payments (A) under the Credit Agreement or (B) the Senior Secured Notes
Indenture, in each case in accordance with the terms thereof (a "Payment
Default"), on the date of such Payment Default the Corporation shall
notify each Purchaser of the amount of funds necessary to cure such
Payment Default (the "Payment Default Amount") and the number of shares of
Series B Preferred Stock required to be issued by the Corporation and
purchased by the Purchasers on the date which is no later than five (5)
Business Days following the date of delivery of such notification (the
date of each such purchase a "Payment Default Settlement Date"; and the
aggregate shares of Series B Preferred Stock to be purchased on such date,
the "Payment Default Shares")."
(b) Section 1.8 of the Original Agreement is amended and restated in its
entirety as follows:
"The obligations of each Purchaser hereunder shall automatically
terminate without further action from any party hereto on the earlier of
(a) the date such Purchaser purchases an aggregate amount of shares of
Series B
Preferred Stock hereunder equal to its Maximum Share Amount; (b) the date
the obligations (other than contingent obligations and liabilities) of the
Corporation under (i) the Credit Agreement and (ii) the Indenture dated as
of May 11, 1998, among the Corporation and certain of its subsidiaries and
PNC Bank, National Association as trustee (as amended), are terminated;
and (c) after the obligations (other than contingent obligations and
liabilities) of the Corporation under the Credit Agreement are terminated,
the date the holders representing a majority of the Corporation's then
outstanding 10% Senior Notes due 2008 agree to release the Corporation and
each Purchaser from their respective obligations hereunder."
Section 3. References to the Original Agreement. From and after the date
hereof, all references in the Original Agreement and each of the other
Transaction Documents to the Original Agreement shall be deemed to be references
to the Original Agreement after giving effect to this Amendment No. 2.
Section 4. No Other Amendments. Except as expressly set forth herein, the
Original Agreement remains in full force and effect in accordance with its terms
and nothing contained herein shall be deemed (a) to be a waiver, amendment,
modification or other change of any term, condition or provision of the Original
Agreement or any Transaction Document (or a consent to any such waiver,
amendment, modification or other change); (b) to be a consent to any
transaction; or (c) to prejudice any right or rights which the Purchasers or the
Corporation may have under the Original Agreement and/or any Transaction
Document.
Section 5. Headings. The headings used herein are for convenience of
reference only and shall not affect the construction of, nor shall they be taken
into consideration in interpreting, this Amendment No. 2.
Section 6. Counterparts. This Amendment No. 2 may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Facsimile execution and
delivery of this Amendment No. 2 is legal, valid and binding for all purposes.
Section 7. Applicable Law. THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF
THE STATE OF NEW YORK, OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF
ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE
OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE
INTERPRETATION AND CONSTRUCTION OF THIS AMENDMENT NO. 2, EVEN IF UNDER SUCH
JURISDICTION'S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF
SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
[Signature Pages Follow]
- 2 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
the Securities Purchase Agreement to be duly executed and delivered as of the
day and year first above written.
LPA HOLDING CORP.
By: /s/ Gary A. Graves
--------------------------------
Name: Gary A. Graves
Title: President
LPA INVESTMENT LLC
By: /s/ Stephen Murray
--------------------------------
Name: Stephen Murray
Title: Assistant Secretary
------------------------------------
Joetta D. Camp
------------------------------------
Rebecca L. Perry
------------------------------------
Kathryn J. Shubert