Exhibit 10(d)(1)
SECOND AMENDMENT TO
STOCK AND OPTION PURCHASE AGREEMENT
THIS SECOND AMENDMENT, dated as of June 17, 1998 (this "Second
Amendment"), is made with respect to that certain Stock and Option Purchase
Agreement, dated as of May 24, 1994 (the "Stock and Option Purchase Agreement"),
between Texfi Industries, Inc., a Delaware corporation and Xxxxxxxxxx
Corporation, a Delaware corporation, as amended by First Amendment to Stock and
Option Purchase Agreement dated as of November 13, 1997. Each capitalized term
used but not defined herein shall have the meaning ascribed to such term in the
Stock and Option Purchase Agreement.
The parties hereto hereby agree as follows:
Amendment to Section 5.1. Section 5.1 shall be amended and restated in
its entirety to read as follows:
"The exercise price (the "Exercise Price") for the Option shall be
the lower of: (i) the average closing price of the Common Stock on
the New York Stock Exchange for the thirty (30) trading days
preceding June 17, 1998; or, (ii) such price for the thirty (30)
days following June 17, 1998. The Exercise Price is subject to
adjustment as provided in Section 5.4 hereof".
Amendment to Section 5.2. Section 5.2 is amended by deleting the reference
therein to "five years" and inserting in lieu thereof "ten years".
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the date first above written.
TEXFI INDUSTRIES, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President COO
XXXXXXXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Exec. Officer
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