EX-10.17 FIRST AMENDMENT TO STOCK REPURCHASE AGR

EX-10.17 6 g81849exv10w17.txt EX-10.17 FIRST AMENDMENT TO STOCK REPURCHASE AGR EXHIBIT 10.17 FIRST AMENDMENT TO STOCK REPURCHASE AGREEMENT THIS FIRST AMENDMENT TO STOCK REPURCHASE AGREEMENT (the "Amendment") is made as of July 10, 2002 by and among Kirkland's, Inc. (the "Company") and the parties hereto. WHEREAS, the Company and the parties hereto (or their predecessors in interest) entered into that certain Stock Repurchase Agreement dated as of May 31, 2002 (the "Stock Repurchase Agreement"); and WHEREAS, the Company and the parties hereto desire to amend the Stock Repurchase Agreement to change the number of shares of capital stock of the Company to be purchased by the Company from the parties hereto. NOW THEREFORE, the Stock Repurchase Agreement is hereby amended as follows: 1. Amendment of Section 1. a. Section 1(b)(vii) is amended and restated in full to read as follows: "(vii) to purchase the shares of Class A Preferred Stock indicated in the stock chart set forth in Schedule 1 hereto." b. Section 1(b)(viii) is amended and restated in full to read as follows: "(viii) except as otherwise provided in Section 1(d) below, to purchase shares of Class D Preferred Stock indicated in the stock chart set forth in Schedule 1 hereto." 2. Amendment of Schedule 1. Schedule 1 to the Stock Repurchase Agreement is hereby amended to read in its entirety as set forth on Schedule 1 to this Amendment. 3. Full Force and Effect. Except as specifically set provided herein, the Stock Repurchase Agreement, as amended by this Amendment, as previously executed shall remain in full force and effect. 4. Binding Nature. The parties agree that this Amendment will be binding upon all parties which execute this Amendment, without regard to whether all parties hereto execute this Amendment. 5. Counterparts. This Amendment may be executed in two or more counterparts and by facsimile, each of which shall be binding as of the date first written above, and all of which shall constitute one and the same instrument. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first written above. KIRKLAND'S, INC. By: /s/ Robert E. Alderson ------------------------------------- Name: Robert E. Alderson Title: President SSM VENTURE PARTNERS, L.P. By: SSM I, L.P., general partner By: SSM Corporation, general partner By: /s/ James D. Witherington, Jr. ------------------------------------- Name: James D. Witherington, Jr. Title: Partner /s/ Joseph R. Hyde ---------------------------------------------- JOSEPH R. HYDE, III /s/ Johnston C. Adams, Jr. ---------------------------------------------- JOHNSTON C. ADAMS, JR. CT/KIRKLAND EQUITY PARTNERS, L.P. By: /s/ John P. Oswald ------------------------------------- Name: John P. Oswald Title: Attorney-in-fact -2- R-H CAPITAL PARTNERS, L.P. By: RH/Travelers, L.P., its general partner By: RH Capital, Inc., its general partner By: /s/ Kenneth T. Millar --------------------------------------- Name: Kenneth Millar Title: Executive Vice President CAPITAL RESOURCE LENDERS II, L.P., by CAPITAL RESOURCE PARTNERS II, L.P., its General Partner By: /s/ Robert C. Ammerman --------------------------------------- Name: Robert C. Ammerman Title: General Partner ALLIED CAPITAL CORPORATION By: /s/ Gay S. Truscott --------------------------------------- Name: Gay S. Truscott Title: Senior Vice President THE MARLBOROUGH CAPITAL INVESTMENT FUND, L.P., by MARLBOROUGH CAPITAL MANAGEMENT, L.P., its general partner By: /s/ Margaret L. Lanoix --------------------------------------- Margaret Lanoix, its authorized partner GLOBAL PRIVATE EQUITY II LIMITED PARTNERSHIP By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: /s/ David M. Mussafer --------------------------------------- Name: David M. Mussafer Title: Managing Director -3- ADVENT DIRECT INVESTMENT PROGRAM LIMITED PARTNERSHIP By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: /s/ David M. Mussafer --------------------------------------- Name: David M. Mussafer Title: Managing Director ADVENT PARTNERS LIMITED PARTNERSHIP By: Advent International Corporation, General Partner By: /s/ David M. Mussafer --------------------------------------- Name: David M. Mussafer Title: Managing Director CRESCENT/MACH I PARTNERS, L.P., by TCW ASSET MANAGEMENT COMPANY, its investment manager By: /s/ Richard Kurth --------------------------------------- Name: Title: By: /s/ Jonathan R. Insull --------------------------------------- Name: Title: -4- SCHEDULE 1 STOCK CHART

- ------------------ (1) Including common stock issuable upon the exercise of warrants pursuant to irrevocable exercise notices previously delivered by the Redeemed Shareholders to Kirkland's. (2) The 10,727 shares of common stock for The Robert E. Kirkland Annuity Trust - 2002 is based upon the number of shares of common stock before the split of Kirkland's common stock which will take place after the date hereof but before the IPO Closing, and will be adjusted to give effect to the split of Kirkland's common stock which will take place after the date hereof but before the IPO Closing.