EXHIBIT D(2)
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT is made as of March 29, 2000, by and
between PULASKI FURNITURE CORPORATION, a Virginia corporation (the "Company"),
and FIRST UNION NATIONAL BANK, a national banking corporation (the "Rights
Agent").
W I T N E S S E T H :
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WHEREAS, that certain Amended and Restated Rights Agreement, dated as
of December 15, 1997, was entered into between the Company and the Rights Agent
(the "Original Rights Agreement") relating to the distribution of a dividend of
certain rights to the holders of shares of common stock of the Company; and
WHEREAS, Section 27 of the Original Rights Agreement permits the
Company (and, upon the direction of the Company, requires the Rights Agent), at
any time before the Distribution Date (as defined in the Original Rights
Agreement) to supplement or amend the Original Rights Agreement in certain
respects, and, in accordance with such Section, the Company desires to amend the
Rights Agreement as set forth herein and hereby directs the Rights Agent to join
in the execution hereof;
NOW, THEREFORE, in consideration of the premises, the mutual promises
and agreements contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledges, the parties hereby agree
as follows:
Section 1. Definitions. All capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in the Original
Rights Agreement.
Section 2. Amendments. The following new Section 35 shall be added:
"35. Exemption of Pine Holdings, Inc. and Pine Acquisition
Corp. Offer and Merger: Notwithstanding anything to the contrary contained in
this Agreement: (i) the provisions of Section 3(a), 7(a), 11(a) (ii) and 13(a)
shall not apply with respect to any transaction undertaken by Pine Holdings,
Inc. ("Parent"), Pine Acquisition Corp. ("Acquiror") or any of their Affiliates
or Associates pursuant to the Agreement and Plan of Merger, dated March 29,
2000, by and among Parent, Acquiror and the Company (the "Merger Agreement"), or
any action taken by any Management Shareholder pursuant to the Voting Agreement
(as those terms are defined in the Merger Agreement); (ii) none of Parent,
Acquiror or any of their Affiliates or Associates or any Management Shareholder
shall be deemed to be an Acquiring Person as a result of any such transactions
or actions;
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and (iii) no Distribution Date, Stock Acquisition Date or Triggering Event shall
be deemed to have occurred as a result of any such transactions or actions."
Section 3. Confirmation. Except as expressly amended hereby, the
Original Rights Agreement shall continue in full force and effect in accordance
with the provisions thereof.
Section 4. Governing Law. This amendment shall be governed by
and construed in accordance with the laws of the Commonwealth of Virginia.
Section 5. Counterparts. This Amendment may be executed in any number
of counterparts and, if so executed, each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized officers as of the day and year
first above written.
PULASKI FURNITURE CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Its: Chairman of the Board
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx Xxxx
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Its: Vice President
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