STANDSTILL AGREEMENT
Standstill Agreement, dated as of March 27, 2000 (this "AGREEMENT"),
among (i) EGS Associates, L.P., a Delaware limited partnership, (ii) EGS
Partners, L.L.C., a Delaware limited liability company ("EGS PARTNERS"), (iii)
Xxx Partners, L.P., a Delaware limited partnership, (iv) Jonas Partners, L.P., a
New York limited partnership, (v) FK Investments, L.P., a Delaware limited
partnership ("FK INVESTMENTS"), (vi) Xxxxxxx Xxxxxx, (vii) Xxxxxxxx Xxxxxxxxx,
(viii) Xxxxx Xxxxxx, (ix) Xxxxx Xxxxxx, (x) EGS Management, L.L.C., a Delaware
limited liability company ("EGS MANAGEMENT" and, together with the Persons
referred to in the preceding clauses (i) through (ix), the "EGS PARTIES"), and
(xi) Worldtex, Inc., a Delaware corporation (the "COMPANY").
The EGS Parties are the beneficial owners of shares of common stock,
par value $.01 per share (the "COMMON STOCK"), of the Company, which in the case
of certain EGS Parties aggregates 4,878,495 shares, or approximately 34.2% of
the outstanding shares. Under the terms of the Rights Agreement, dated as of
August 1, 1992 (the "RIGHTS AGREEMENT"), between the Company and ChaseMellon
Shareholder Services L.L.C., as successor to Chemical Bank, as Rights Agent, the
rights to acquire additional shares of the Company issued under the Rights
Agreement will become exercisable by the shareholders of the Company, other than
the EGS Parties, unless the Rights Agreement is amended or the rights are
redeemed by the Company. In order to induce the Company to amend the Rights
Agreement as provided herein, the EGS Parties have agreed to enter into this
Agreement.
Accordingly, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS. (a) The following terms shall have
the following meanings:
"ACQUISITION PROPOSAL" means any offer or proposal for, or any
indication of interest in, (i) a merger or other business combination involving
the Company or any of its Subsidiaries, (ii) the acquisition by any Person or
Persons of beneficial ownership of Restricted Securities representing, on a
fully exercised basis, more than 5% of the Total Voting Power, or (iii) the
acquisition by any Person or Persons of all or a substantial part of the assets
of the Company or any of its Subsidiaries or of any equity securities of any of
the Company's Subsidiaries.
"AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with,
such Person. For the purposes of this definition, "CONTROL" when used with
respect to any Person means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the
foregoing.
"AGREEMENT" is defined in the first paragraph of this Agreement.
"AVERAGE CLOSING PRICE" means, with respect to any Restricted
Security, the arithmetic average of the closing prices of such Restricted
Security on the national securities exchange (as defined under the Exchange Act)
located in or nearest to the City of New York on which such security is then
listed or, if not listed on any national securities exchange, as reported by
NASDAQ, for any specified days.
"BENEFICIAL OWNERSHIP" and "BENEFICIALLY OWN" shall be determined in
accordance with Rule 13d-3 under the Exchange Act.
"BUSINESS DAY" means a day on which the New York Stock Exchange is
open for trading.
"CLOSING DATE" means the date of this Agreement.
"COMMON STOCK" is defined in the second paragraph of this
Agreement.
"COMPANY" is defined in the first paragraph of this Agreement.
"CONTINUING DIRECTOR" means any member of the Board of Directors of
the Company on the date of this Agreement and any successor of a Continuing
Director whose nomination or election has been approved by a majority of the
Continuing Directors then on the Board of Directors.
"EGS MANAGEMENT" is defined in the first paragraph of this
Agreement.
"EGS PARTIES" is defined in the first paragraph of this Agreement.
"EGS PARTNERS" is defined in the first paragraph of this
Agreement.
"EGS PERSON" means any EGS Party and any Affiliate of an EGS
Party.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
"FK INVESTMENTS" is defined in the first paragraph of this
Agreement.
"FULLY EXERCISED BASIS" means, in determining beneficial ownership
of Voting Securities by any Person, an assumption that all securities and rights
convertible into or exercisable for Voting Securities beneficially owned by such
Person have been fully converted and exercised, regardless of whether by their
terms they may be so converted and exercised at that time, but without assuming
conversion or exercise by any other Person.
"GROUP" shall have the meaning provided under Section 13(d)(3) of
the Exchange Act.
"MANAGED ACCOUNTS" is defined in Section 6(b).
"PERCENTAGE LIMITATION" means that number of Voting Securities which
then represents the lesser of (i) 34.2% of the Total Voting Power and (ii) the
highest percentage of the Total Voting Power beneficially owned by any EGS
Person immediately following any sale or transfer of shares of Voting Securities
by an EGS Person, PROVIDED that if the percentage under this clause (ii) shall
be less than the Rights Threshold, the applicable percentage under this clause
(ii) shall be deemed to be the Rights Threshold.
"PERSON" means an individual, corporation, partnership, company,
limited liability company, joint venture, association, trust, group, any other
unincorporated organization or entity and a governmental entity or any
department or agency thereof.
"RESTRICTED SECURITIES" means any Voting Securities and any other
securities or rights convertible into or exercisable (whether immediately or
otherwise) for Voting Securities.
"RIGHTS AGREEMENT" is defined in the second paragraph of this
Agreement.
"RIGHTS THRESHOLD" means the minimum percentage of shares of Common
Stock required to be beneficially owned by a Person in order for such Person to
be an "Acquiring Person" under the Rights Agreement, or under any substantially
similar rights agreement subsequently adopted by the Company, as such percentage
may be amended from time to time (which percentage is 20% as of the Closing
Date).
"SECURITIES ACT" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
"SUBSIDIARY" means, with respect to any Person, any corporation in
which such Person beneficially owns securities representing a majority of the
combined voting power of voting interests entitled to vote generally for the
election of directors.
"TERM" means the period commencing on the date of this Agreement and
ending on the termination date specified in Section 7.
"TOTAL VOTING POWER" means the aggregate number of votes which may
be cast by holders of outstanding Voting Securities. In determining the number
of outstanding Voting Securities, Voting Securities held in the treasury of the
Company shall not be deemed to be outstanding.
"VOTING SECURITIES" means the Common Stock and any other securities
of the Company entitled to vote generally for the election of directors of the
Company.
(b) Unless herein otherwise provided, or unless the context
shall otherwise require, words importing the singular number shall include the
plural number, and vice versa; the terms "HEREIN", "HEREOF" and "HEREUNDER", or
other similar terms, refer to this Agreement as a whole and not only to the
particular sentence, paragraph, subsection or Section in which any such terms
may be employed; and a reference to any Person shall include such Person's
predecessors and successors.
2. INVESTMENT COVENANTS. Each EGS Party covenants and agrees as
follows:
(a) Each EGS Party will not, and will not permit its
Affiliates to, directly or indirectly:
(1) Beneficially own any Restricted Security if, on a fully
exercised basis, any EGS Person would, in the aggregate, beneficially own
Voting Securities in excess of the Percentage Limitation, or acquire,
solicit an offer to sell or agree to acquire, any Restricted Security if
the effect of such acquisition, on a fully exercised basis, would be to
increase the aggregate number of Voting Securities then beneficially
owned, directly or indirectly, by any EGS Person, to a number greater than
the Percentage Limitation; PROVIDED that an EGS Person shall not be in
violation of this provision by reason of its beneficial ownership of
Restricted Securities which complied with the Percentage Limitation when
such Restricted Securities first became beneficially owned by it but which
subsequently exceeded the Percentage Limitation as a result of a reduction
in the number of outstanding Voting Securities in a transaction approved
by a majority of the Continuing Directors.
(2) Take any action to advise, encourage or assist any other
Person to purchase or acquire in any manner any Restricted Security, or
participate with or provide assistance to any Person in the purchase or
other acquisition of any Restricted Security, PROVIDED that this provision
shall not prohibit reports to Persons whose funds are managed by an EGS
Party regarding their investment in Restricted Securities that are
beneficially owned by an EGS Party.
(3) Make any public announcement or filing with respect to, or
submit to the Company or any of its directors, officers, employees, agents
or representatives, an Acquisition Proposal, or take any action to advise,
encourage or assist any other Person to make an Acquisition Proposal.
(4) Become a member of a group with respect to any Restricted
Securities, other than a group consisting solely of the EGS Parties and
EGS Persons.
(5) Make, or in any way encourage or support, any
"solicitation" of "proxies" (as such terms are defined in Rule 14a-1 under
the Exchange Act) to vote any Voting Security, or agree or announce its
intention to vote with any Person undertaking a "solicitation," or seek to
advise, encourage or influence any Person with respect to the voting of
any Voting Security.
(6) Deposit any Restricted Security in a voting trust, or,
except as contemplated by this Agreement, subject any Restricted Security
to a voting or similar agreement.
(7) Sell, transfer, pledge or otherwise dispose of or encumber
any Restricted Security or any interest in any Restricted Security, or
agree to take any of the foregoing actions, except
(i) a sale of a Restricted Security so long as the
amount of Restricted Securities sold, together with all sales
of Restricted Securities of the same class by all EGS Persons
within the preceding 90 days, does not exceed 5% of the
outstanding number of shares or units of such class of
Restricted Securities; PROVIDED that no sale shall be
permitted hereunder if the buyer would, after giving effect to
such sale, be the beneficial owner of Voting Securities
representing 5% or more of the Total Voting Power; PROVIDED,
FURTHER, that a sale of a Restricted Security may be made
without restriction if at the time of such sale the EGS
Persons beneficially own in the aggregate Voting Securities
representing less than 5% of the Total Voting Power; or
(ii) pursuant to a tender or exchange offer made by the
Company or pursuant to other written request of the Company;
or
(iii) pursuant to an Acquisition Proposal approved by a
majority of the Continuing Directors; or
(iv) a BONA FIDE pledge to a nationally recognized
financial institution to secure indebtedness for borrowed
money on a full recourse basis to the pledgor, PROVIDED that
the pledgee agrees, in a manner satisfactory in form and
substance to the Company, to be bound by the obligations of
the EGS Persons under this Agreement if the pledgee forecloses
on such pledged Restricted Securities; or
(v) a BONA FIDE pledge to a nationally recognized
financial institution to secure indebtedness for borrowed
money on a full recourse basis to the pledgor of Restricted
Securities held in a margin account commingled with other
securities under management by an EGS Party if the proceeds of
such borrowings were utilized to purchase securities held in
such account; or
(vi) a transfer to another EGS Party.
(8) Initiate or propose any shareholder proposal for
submission to a vote of holders of Voting Securities, propose any Person
for election to the Board of Directors of the Company or otherwise seek to
control or influence the management or policies of the Company.
(9) Allow any Person other than an EGS Person to have the
power to vote or direct the vote of any Voting Securities beneficially
owned by any EGS Person, except for (i) votes that comply with Section
2(e) and (ii) the grant of a proxy to an officer or director of the
Company.
(10) Disclose to any other Person, or make any filing under
the Exchange Act disclosing, any intention, plan or arrangement
inconsistent with the provisions of this Section 2(a).
(11) Request the Company (or any of its directors, officers,
employees, agents or representatives) to waive, amend or modify any
provision of this Section 2(a), except in response to a request to an EGS
Party from the Company for some action by such EGS Party.
(b) It shall not be a violation of Section 2(a)(7) if a
Managed Account shall terminate the authority of an EGS Party to manage the
investments of such Managed Account and withdraw the Voting Securities from the
custody and control of all EGS Persons such that no EGS Person is thereafter the
beneficial owner of such Voting Securities. In addition, if FK Investments shall
no longer be an Affiliate of any other EGS Party and shall provide a written
representation, warranty and covenant to the Company, in form and substance
satisfactory to the Company, that neither it nor any of its Affiliates is then,
nor will it at any time during the remainder of the Term become, the beneficial
owner of more than 248,000 shares of Common Stock or any other Voting Security,
then the Company shall release FK Investments from its obligations under this
Agreement (other than with respect to such representation, warranty and
covenant).
(c) [Intentionally omitted]
(d) AGREEMENT TO PROVIDE INFORMATION. Each EGS Party agrees to
provide to the Company all information concerning any EGS Person as may be
necessary for the Company to prepare any reports or filings required by the
Securities Act, the Exchange Act, or other applicable federal and state
securities laws.
(e) VOTING. Each EGS Party shall cause all Voting Securities
beneficially owned by it or any EGS Person over which it or any EGS Person has
the power to vote or direct the vote to be represented, in person or by proxy,
at all meetings of holders of Voting Securities, so that such Voting Securities
may be counted for the purpose of determining the presence of a quorum at such
meetings. On each matter voted upon by holders of Voting Securities, each EGS
Party shall cause all Voting Securities beneficially owned by it or any EGS
Person to be voted, at its option, (i) in the manner recommended by the Board of
Directors of the Company for such matter or (ii) in the same proportion as the
votes of holders of Voting Securities (other than the EGS Persons) voted on such
matter.
(f) ADDITIONAL EGS PARTIES. If any EGS Person not an EGS Party
shall become the beneficial owner of Restricted Securities, the EGS Parties
shall cause such EGS Person prior to its becoming such beneficial owner to
execute and deliver to the Company a valid and binding agreement of such EGS
Person, in form and substance satisfactory to the Company, providing that such
EGS Person shall comply with the obligations set forth in this Agreement of, and
shall be deemed to be, an EGS Party.
3. RIGHT TO PURCHASE RESTRICTED SECURITIES. Each EGS Party agrees
that, in the event of any violation of Section 2(a)(1), in addition to its other
rights and remedies, the Company or any Person designated by the Company shall
have the right and option to purchase from each EGS Party and each of its
Affiliates, and each EGS Party shall sell and cause their Affiliates to sell,
such Restricted Securities beneficially owned by them as is necessary to reduce
the total combined voting power of all Voting Securities beneficially owned, on
a fully exercised basis, by all EGS Persons, in the aggregate, to the then
applicable Percentage Limitation. Any Restricted Securities purchased by the
Company or its designee pursuant to this Section shall be purchased for cash at
a price per share or other unit equal to the lower of (i) the weighted average
cost per share or other unit to all EGS Persons of all Restricted Securities of
the class to be purchased then held by them, and (ii) the Average Closing Price
of the Restricted Securities of the class to be purchased for the 20 consecutive
Business Days ending five Business Days preceding the date on which the Company
or its designee gives written notice to EGS Management of its intent to exercise
its option under this Section. The right and option provided for in this Section
shall be exercised by the Company's delivery of written notice, within 180 days
after the Company first learns of the event giving rise to such option, to EGS
Management specifying the nature of such event, the number and class of
Restricted Securities to be purchased and the date on which said purchase shall
occur, which date shall be not less than five nor more than 60 days after the
date on which such notice was given to EGS Management.
4. FEES AND EXPENSES. In reimbursement of the Company's current and
future expenses relating to the negotiation of this Agreement, the EGS Parties
agree, jointly and severally, to pay to the Company (a) $400,000 on Xxxxx 0,
0000, (x) $200,000 on the fifth Business Day after January 1, 2001 and (c)
$200,000 on the fifth Business Day after January 1, 2002.
5. AMENDMENT OF RIGHTS AGREEMENT. On the Closing Date, the Company
shall amend the Rights Agreement as provided in Exhibit A to this Agreement (the
"RIGHTS PLAN AMENDMENT").
6. REPRESENTATIONS AND WARRANTIES.
(a) REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each EGS Party that (i) the Company has the corporate
power and authority to enter into and perform this Agreement and the Rights Plan
Amendment, (ii) the execution and delivery of this Agreement by the Company and
the performance by it of its obligations under this Agreement have been duly
authorized by the Company, and (iii) this Agreement constitutes a valid, binding
and enforceable agreement of the Company.
(b) REPRESENTATIONS AND WARRANTIES OF THE EGS PARTIES. Each
EGS Party represents and warrants to the Company that (i) such EGS Party has
full legal right, power and authority to enter into and perform this Agreement,
(ii) the execution and delivery of this Agreement by such EGS Party and
performance by such EGS Party of its obligations under this Agreement have been
duly authorized by such EGS Party, (iii) this Agreement constitutes a valid,
binding and enforceable Agreement of such EGS Party, (iv) Xxxxxxx Xxxxxxx is
not, as of the date of this Agreement, an Affiliate of any EGS Person and is not
the beneficial owner of any Restricted Securities, (v) each EGS Party
beneficially owns the number of shares of Common Stock set forth opposite its
name on Exhibit B hereto and no other Voting Securities, (vi) 3,110,618 shares
of Common Stock are held in discretionary accounts for the benefit of Persons
other than EGS Persons (together the "MANAGED ACCOUNTS"), in each case under the
investment management of EGS Partners, (vii) EGS Partners has the sole
discretion to vote and to dispose of the shares of Common Stock held in the
Managed Accounts, (viii) the statements in the Statement on Schedule 13D, dated
February 28, 2000, filed by the EGS Parties with the SEC relating to the Common
Stock (the "SCHEDULE 13D") are true and correct as of the Closing Date in all
material respects and do not as of the Closing Date omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading (it being understood that the number of shares of Common Stock
beneficially owned as of the Closing Date is correctly stated in Exhibit B
hereto) and (ix) no EGS Party has any agreement, arrangement or understanding
with any Person with respect to any matter that such EGS Party is prohibited to
do by this Agreement.
7. TERM. The obligations of the parties under this Agreement shall
terminate and be of no further force and effect on and after the tenth (10th)
anniversary of the Closing Date.
8. MISCELLANEOUS.
(a) SEVERABILITY. If any one or more of the provisions of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions of this Agreement shall
not be affected thereby. To the extent permitted by applicable law, each party
waives any provision of law which renders any provision of this Agreement
invalid, illegal or unenforceable in any respect.
(b) SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and shall inure to the benefit of and be enforceable by and against the
successors and assigns of the parties hereto. No right or obligation hereunder
of any EGS Party shall be assignable without the consent of the Company, and any
such purported assignment shall be void.
(c) ENTIRE AGREEMENT; MODIFICATION. This Agreement sets forth
the entire agreement and understanding among the parties with respect to the
subject matter hereof and supersedes all agreements and understandings among the
parties with respect to the subject matter hereof entered into prior to the
execution hereof. This Agreement may be modified only by a written instrument
duly executed by or on behalf of each party and, in the case of the Company,
only if approved by a majority of the Continuing Directors. No breach of any
covenant, agreement, warranty or representation shall be deemed waived unless
expressly waived in writing by and on behalf of the party who might assert such
breach and, in the case of a breach of any EGS Party, only if approved by a
majority of the Continuing Directors.
(d) NOTICES. Any notice, direction or other advice or
communication required or permitted to be given hereunder shall be in writing
and shall be given by certified mail, next business day delivery service such as
Federal Express or personal delivery against receipt to the party to whom it is
to be given at such party's address set forth below or to such other address as
the party shall have furnished in writing in accordance with the provisions of
this Section. Any notice or other communication shall be deemed to have been
given on the fifth business day after so mailed, on the next business day after
dispatch when sent by such delivery service or as of the date so personally
delivered.
If to the Company:
Worldtex, Inc.
000 Xxxx Xxxxxxxxx, X.X., Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Chief Executive Officer
If to any EGS Party:
c/o EGS Management L.L.C.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
(e) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the substantive law of the State of Delaware
without giving effect to the principles of conflict of laws thereof.
(f) COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
(g) EFFECT OF HEADINGS. The section headings herein are for
convenience only and shall not affect the construction thereof.
(h) SPECIFIC PERFORMANCE. Each EGS Party recognizes that any
breach of the terms of this Agreement by an EGS Person shall give rise to
irreparable harm for which money damages would not be an adequate remedy, and
accordingly agrees that, in addition to other remedies, the Company shall be
entitled to enforce the terms of this Agreement by a decree of specific
performance without the necessity of proving the inadequacy as a remedy of money
damages.
(i) CONSENT TO JURISDICTION; RECEIPT OF PROCESS. Each party
hereby consents to the jurisdiction of, and confers non-exclusive jurisdiction
upon, any federal court located in the State of Delaware and the Chancery Court
of the State of Delaware, and appropriate appellate courts therefrom, over any
action, suit or proceeding arising out of or relating to this Agreement, or any
of the transactions contemplated hereby. Each party hereby irrevocably waives,
and agrees not to assert as a defense in any such action, suit or proceeding,
any objection which it may now or hereafter have to venue of any such action,
suit or proceeding brought in any such federal or state court and hereby
irrevocably waives any claim that any such action, suit or proceeding brought in
any such court or tribunal has been brought in an inconvenient forum. Process in
any such action, suit or proceeding may be served on any party anywhere in the
world, whether within or without the State of Delaware, provided that notice
thereof is provided pursuant to provisions for notice under this Agreement.
[Remainder of this page blank.]
IN WITNESS WHEREOF, the parties hereto and have caused this
Agreement to be duly executed as of the day and year first above written.
WORLDTEX, INC. EGS ASSOCIATES, L.P.
XXX PARTNERS, L.P.
JONAS PARTNERS, L.P.
By:___________________________ FK INVESTMENTS, L.P.
Name: By: EGS MANAGEMENT, L.L.C.,
Title: as General Partner
By:___________________________
Name: Xxxxxxx Xxxxxx
Title: Managing Member
EGS MANAGEMENT, L.L.C.
By:___________________________
Name: Xxxxxxx Xxxxxx
Title: Managing Member
EGS PARTNERS, L.L.C.
By:___________________________
Name: Xxxxxxx Xxxxxx
Title: Member
______________________________
Xxxxxxx Xxxxxx
______________________________
Xxxxxxxx Xxxxxxxxx
______________________________
Xxxxx Xxxxxx
______________________________
Xxxxx Xxxxxx
EXHIBIT A TO
STANDSTILL AGREEMENT
AMENDMENT NO. 5 TO RIGHTS AGREEMENT
-----------------------------------
AMENDMENT NO. 5, dated as of March 27, 2000 (the "Amendment"), to
the Rights Agreement, dated as of August 1, 1992 (the "Rights Agreement"),
between Worldtex, Inc., a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services, L.L.C., a New Jersey limited liability company, as
successor to Chemical Bank (the "Rights Agent"). Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Rights
Agreement.
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights; and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 28 thereof;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:
1. The last sentence of Section 1(a) is amended by inserting,
immediately following the words "Notwithstanding the foregoing,":
(x) no EGS Person (as defined in the Standstill Agreement)
shall on or prior to March 22, 2000 be deemed to have been or
thereafter shall be or become an "Acquiring Person" during the
Term (as defined in the Standstill Agreement) unless the Board
of Directors of the Company shall have determined in its sole
and absolute discretion that there has been a breach of any
covenant, agreement, warranty or representation of an EGS
Person made in or pursuant to the Standstill Agreement that is
not waived by the Company in accordance with the requirements
of the Standstill Agreement, in which case any EGS Person that
would be an Acquiring Person but for this clause (x) shall
immediately be deemed an "Acquiring Person"; and (y).
2. Section 1(x) is amended to insert the following at the end of
such sentence: ", PROVIDED that the date of any public announcement prior to
March 22, 2000 that any EGS Person (as defined in the Standstill Agreement) has
acquired the beneficial ownership of 20% or more of the Common Shares shall not
be deemed to be a Share Acquisition Date."
3. Section 1 is amended to insert after subsection (aa) thereof the
following:
(bb) "Standstill Agreement" shall mean the Standstill
Agreement, dated as of March 27, 2000, among (i) EGS
Associates, L.P., a Delaware limited partnership, (ii) EGS
Partners, L.L.C., a Delaware limited liability company, (iii)
Xxx Partners, L.P., a Delaware limited partnership, (iv) Jonas
Partners, L.P., a New York limited partnership, (v) FK
Investments, L.P., a Delaware limited partnership, (vi)
Xxxxxxx Xxxxxx, (vii) Xxxxxxxx Xxxxxxxxx, (viii) Xxxxx Xxxxxx,
(ix) Xxxxx Xxxxxx, (x) EGS Management, L.L.C., a Delaware
limited liability company, and (xi) the Company.
4. The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended hereby.
5. This Amendment may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
[Remainder of this page blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
WORLDTEX, INC.
By:___________________________________
Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board,
President and Chief
Executive Officer
CHASEMELLON SHAREHOLDER SERVICES,
L.L.C.
By:___________________________________
Name:
Title:
EXHIBIT B TO
STANDSTILL AGREEMENT
SHARES OF COMMON STOCK
NAME BENEFICIALLY OWNED
---- ------------------
EGS Associates, L.P. 1,083,430
EGS Partners, L.L.C. 3,110,618
Xxx Partners, L.P. 414,947
Jonas Partners, L.P. 21,500
FK Investments, L.P. 248,000
Xxxxxxx Xxxxxx 4,878,495
Xxxxxxxx Xxxxxxxxx 4,878,495
Xxxxx Xxxxxx 4,878,495
Xxxxx Xxxxxx 4,878,495
EGS Management, L.L.C. 1,767,877
---------
Total for all EGS Persons 4,878,495
