Amendment No. 2 to the Amended and Restated Rights Agreement
Exhibit
10.1
Amendment
No. 2 to the
Amended
and Restated Rights Agreement
This
Amendment No. 2 to the Amended and Restated Rights Agreement, effective as
of
March 20, 2006 (“Amendment No. 2”), between
Xxxxxxx Fabrics, Inc.,
a
Delaware corporation (the “Company”), and
Continental Stock Transfer & Trust Company
(the
“Rights Agent”), provides as follows:
Whereas,
the
Company and the Rights Agent are parties to an Amended and Restated Rights
Agreement dated as of March 4, 2001 and most recently amended on December 9,
2005 (the “Rights Agreement”), specifying the terms of the Rights (as defined
therein);
Whereas,
the
Company and the Rights Agent now desire to amend the definition of "Person",
as
provided herein.
Now,
Therefore,
in
consideration of the premises and mutual agreements herein set forth, the
parties hereby agree as follows:
1.
Amendment and Restatement of Section 1(k): “Certain
Definitions."
Section 1(k) of the Rights Agreement is hereby amended, restated and replaced
in
its entirety by the following:
“Person”
means
any
individual, partnership, firm, corporation, company, association, trust,
unincorporated organization, syndicate or group (the existence of a “group”
being determined in accordance with Rule 13d-5 under the Exchange Act, as the
Rule is in effect on the date of this Agreement including, but not limited
to, a
Person having any agreement, arrangement or understanding [whether formal or
informal and whether or not in writing] with any other Person to act together
to
acquire, offer to acquire, hold, vote or dispose of any Common Shares of the
Company).
2.
No Other Amendments.
Except as expressly amended hereby, the terms of the Rights Agreement will
remain in full force and effect in all respects.
3.
Governing Law.
This
Agreement and each Right Certificate issued hereunder shall be deemed to be
a
contract made under the laws of the State of Delaware and for all purposes
shall
be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such
state.
4.
Counterparts.
This Amendment No. 2 may be executed in any number of counterparts, and each
of
such counterparts will for all purposes be deemed to be an original, and all
such counterparts will together constitute but one and the same
instrument.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment No. 2 to be executed by their duly
authorized representatives as of the date first above written.
|
Continental
Stock Transfer & Trust Company
|
|||
|
|
|||
|
/s/
Xxxxxxx X. Xxxxxxxxx
|
|
||
|
Xxxxxxx
X. Xxxxxxxxx
Vice
President
|
|||
|
|
|||
|
Xxxxxxx
Fabrics, Inc.
|
|||
|
|
|||
|
/s/
Xxxxx X. Xxxxx
|
|
||
|
Xxxxx
X. Xxxxx
|
|||
|
Executive
Vice President,
Chief
Financial Officer and Treasurer
|
|||
|
|
|
|
|
