EXHIBIT 99.1
SECOND AMENDED AND RESTATED AGREEMENT
AMONG FILING PARTIES
THIS AGREEMENT is made and entered into on October 23, 2002, by and among
Crow Family Partnership, L.P., a Delaware limited partnership, CFH Trade Names,
L.P., a Texas limited partnership, CFH Capital Resources, L.P., a Texas limited
partnership, GP 98, LLC, a Texas limited liability company, Mill Spring
Holdings, Inc., a Texas corporation, Crow Family, Inc., a Texas corporation,
Crow Public Securities, L.P., a Texas limited partnership, CFHS, L.L.C., a
Delaware limited liability company, and Xxxxxx X. Xxxx (collectively referred to
herein as the "Filing Parties").
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934,
as amended (the "Act"), requires that, when a Schedule 13D is filed on behalf of
more than one person, an agreement be executed and filed as an exhibit to the
Schedule 13D reflecting that the Schedule 13D is being filed on behalf of all
such persons;
WHEREAS, certain of the parties to this Agreement entered into an Agreement
Among Filing Parties dated December 11, 1997, as amended, (the "Original
Agreement"), which was amended and restated in its entirety by certain parties
to this Agreement pursuant to an Amended and Restated Agreement Among Filing
Parties dated October 21, 1998, as amended (the "Amended and Restated
Agreement"), with respect to a Schedule 13D filed concurrently with the
execution of each the Original Agreement and the Amended and Restated Agreement;
and
WHEREAS, the parties desire to amend and restate the Amended and Restated
Agreement in its entirety as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises
stated herein, the Filing Parties hereby agree as follows:
(i) Each Filing Party agrees that a single Schedule 13D (and any amendments
thereto) shall be filed jointly on behalf of all the Filing Parties with respect
to the shares of common stock, $.01 par value per share, of Xxxxxxxx Xxxx
Company, a Delaware corporation.
(ii) Each Filing Party acknowledges and agrees that, pursuant to Rule
13d-1(f)(1) under the Act, each Filing Party individually is (i) eligible to use
the Schedule 13D and (ii) responsible for the timely filing of such Schedule 13D
and any amendments thereto and for the completeness and accuracy of the
information concerning such Filing Party contained in such Schedule 13D. None of
the Filing Parties, however, shall be responsible for the completeness or
accuracy of information concerning any other Filing Party contained in such
Schedule 13D, or any amendments thereto, unless such Filing Party knows or has
reason to believe that such information is incomplete or inaccurate.
(iii) This agreement shall not be assignable by any Filing Party. Any
assignment in violation of the forgoing shall be null and void.
(iv) This agreement shall terminate upon the written notice of termination
given by any Filing Party to the other Filing Parties.
(v) This agreement may be executed in several counterparts, each of which
shall be deemed to be an original copy hereof.
IN WITNESS WHEREOF, the undersigned hereby executed this Agreement Among
Filing Parties as of the date or dates indicated below.
DATED: October 23, 2002 CROW FAMILY PARTNERSHIP, L.P.
a Delaware limited partnership
By: CROW FAMILY, INC., a Texas corporation
and its General Partner
By: /s/ XXXXXXX X. XXXX
-----------------------------------
Xxxxxxx X. Xxxx
Executive Vice President
DATED: October 23, 2002 CFH TRADE NAMES, L.P., a Texas
limited partnership
By: GP 98, LLC, a Texas limited liability
company and its General Partner
By: MILL SPRING HOLDINGS, INC., a Texas
corporation and its sole member
By: /s/ XXXXXX X. XXXX
-----------------------------------
Xxxxxx X. Xxxx
Chief Executive Officer
DATED: October 23, 2002 GP 98, LLC, a Texas limited liability
company
By: MILL SPRING HOLDINGS, INC., a Texas
corporation and its sole member
By: /s/ XXXXXX X. XXXX
-----------------------------------
Xxxxxx X. Xxxx
Chief Executive Officer
DATED: October 23, 2002 MILL SPRING HOLDINGS, INC., a Texas
corporation
By: /s/ XXXXXX X. XXXX
---------------------------------------
Xxxxxx X. Xxxx
Chief Executive Officer
2
DATED: October 23, 2002 CFH CAPITAL RESOURCES, L.P., a Texas
limited partnership
By: CFHS, L.L.C., a Delaware limited liability
company and its General Partner
By: CROW FAMILY, INC., a Texas
corporation, its sole manager
By: /s/ XXXXXXX X. XXXX
---------------------------------------
Xxxxxxx X. Xxxx
Executive Vice President
DATED: October 23, 2002 CFHS, L.L.C., a Delaware limited liability
company and its General Partner
By: CROW FAMILY, INC., a Texas
corporation, its sole manager
By: /s/ XXXXXXX X. XXXX
---------------------------------------
Xxxxxxx X. Xxxx
Executive Vice President
DATED: October 23, 2002 CROW FAMILY, INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------------
Xxxxxxx X. Xxxx
Executive Vice President
DATED: October 23, 2002 CROW PUBLIC SECURITIES, L.P., a Texas
limited partnership
By: Crow Family, Inc., a Texas corporation
and its General Partner
By: /s/ XXXXXXX X. XXXX
--------------------------------------
Xxxxxxx X. Xxxx
Executive Vice President
3
DATED: October 23, 2002 CFHS, L.L.C., a Delaware limited
liability company
By: Crow Family, Inc., a Texas corporation,
its sole manager
By: /s/ XXXXXXX X. XXXX
------------------------------------
Xxxxxxx X. Xxxx
Executive Vice President
/s/ XXXXXX X. XXXX
DATED: October 23, 2002 -------------------------------------------
Xxxxxx X. Xxxx
4
