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Exhibit 9.2
VOTING AGREEMENT
VOTING AGREEMENT, dated as of October 2, 1997 (the "Agreement"), by
and between Pillowtex Corporation, a Texas corporation (the "Company"), on the
one hand, and Xxxx X. Xxxxxxxxxxxx, the Xxxx X. Xxxxxxxxxxxx Marital Trust B
and the Xxxx X. Xxxxxxxxxxxx Family Trust A (collectively, the "Shareholders"),
on the other hand.
RECITALS
A. The Company has entered into an agreement, dated as of September
10, 1997 (as amended, the "Merger Agreement"), providing for the acquisition by
the Company of Fieldcrest Xxxxxx, Inc. ("Fieldcrest"), such acquisition to be
effected by means of a merger (the "Merger") of a wholly owned subsidiary of
the Company with and into Fieldcrest.
B. In order to comply with the shareholder approval policies of the
New York Stock Exchange, the issuance of shares of Common Stock, par value
$0.01 per share, of the Company ("Common Stock") and shares of Series A
Redeemable Convertible Preferred Stock, par value $0.01 per share, of the
Company in connection with the Merger and related financing transactions (the
"Share Issuance") will be submitted to the shareholders of the Company for
their consideration and approval at a special meeting thereof (the "Special
Meeting").
C. As of the date hereof, the Shareholders hold of record and have the
right to vote 3,003,134 shares of Common Stock, in the aggregate, as set forth
in Schedule I hereof (collectively, the "Shares").
D. By entering into this Agreement in accordance with Article 2.30.B
of the Texas Business Corporation Act (the "TBCA"), the Shareholders desire to
ensure that the Shares will be voted for the approval of the Share Issuance at
the Special Meeting (and any and all postponements and adjournments thereof).
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Voting Agreement. At the Special Meeting (and any and all
postponements and adjournments thereof), the Shares held by the Shareholders as
set forth on Schedule I hereof will be voted for the approval of the Share
Issuance.
2. Irrevocable Proxy. In order to implement the provisions of Section
1 hereof, each Shareholder hereby irrevocably appoints the Company as attorney
and proxy of such Shareholder pursuant to the provisions of Articles 2.29.C and
2.30.B of the TBCA, with full power of substitution, to vote the Shares, at the
Special Meeting (and any and all postponements and adjournments thereof), as
set forth in Section 1 hereof. This power of attorney and proxy is irrevocable
and coupled with an interest.
3. Certain Representations and Warranties. Each Shareholder, as to
itself only, represents and warrants to the Company that: (i) such Shareholder
is the record owner of the Shares set forth on Schedule I hereof opposite its
name and has full and unrestricted power to vote such Shares; (ii) the
execution, delivery and performance by such Shareholder have been duly
authorized by all necessary actions, if any; (iii) the person signing this
Agreement on behalf of such Shareholder has full power and authority to do so;
and (iv) the execution, delivery and performance of this Agreement do not and
will not contravene or constitute a default under, or give rise to a right of
termination, cancellation or acceleration of any right or obligation of such
Shareholder under, any provision of applicable law or regulation or of any
agreement, judgment, order, decree or other instrument binding on such
Shareholder. Each Shareholder acknowledges receipt of a copy of the Company's
Registration Statement on Form S-4 (including the Joint Proxy
Statement/Prospectus contained therein) as filed with the Securities and
Exchange Commission on September 29, 1997.
4. Miscellaneous.
(a) Successors and Assigns. This Agreement will be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
representatives, successors and assigns.
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(b) Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof.
(c) Amendment. This Agreement may not be amended except by an
instrument signed by the parties hereto.
(d) Termination. This Agreement will terminate 11 months from
the date hereof.
(e) Governing Law. This Agreement will be governed by, and
construed in accordance with, the laws of the State of Texas, without giving
effect to the principles of conflict of laws of such State.
(f) Availability of Agreement. A counterpart of this
Agreement will be deposited with the Company at its principal place of business
and will be subject to the same right of examination by a shareholder of the
Company, in person or by agent or attorney, as are the books and records of the
Company.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
THE COMPANY:
PILLOWTEX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, President
THE SHAREHOLDERS:
/s/ Xxxx X. Xxxxxxxxxxxx
Xxxx X. Xxxxxxxxxxxx
XXXX X. XXXXXXXXXXXX MARITAL TRUST B
By: /s/ Xxxx X. Xxxxxxxxxxxx
Xxxx X. Xxxxxxxxxxxx, Trustee
XXXX X. XXXXXXXXXXXX FAMILY TRUST A
By: /s/ Xxxx X. Xxxxxxxxxxxx
Xxxx X. Xxxxxxxxxxxx, Trustee
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Schedule I
Shareholder of Record Number of Shares Held
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Xxxx X. Xxxxxxxxxxxx 591,384
Xxxx X. Xxxxxxxxxxxx Marital Trust B 2,368,893
Xxxx X. Xxxxxxxxxxxx Family Trust A 42,857
