AMENDMENT NO. 1
TO
SHAREHOLDER RIGHTS AGREEMENT
The Amendment No. 1 (the "Amendment") to the Shareholder Rights Agreement
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dated December 10, 1999 (the "Rights Agreement") by and between Delta Woodside
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Industries, Inc., a South Carolina corporation (the "Company"), and First Union
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National Bank as Rights Agent (the "Rights Agent") is entered into by and
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between the Company and the Rights Agent. Capitalized terms used in this
Amendment and not otherwise defined herein have the same meaning ascribed to
such terms in the Rights Agreement.
RECITALS
A. Paragraph 11(c) of the Rights Agreement generally provides in part that
there shall be no adjustment or alteration to the Exercise Price of the
Rights in connection with any distribution to the holders of the Company's
Common Stock of capital stock of any subsidiary of the Company owning a
majority of assets of the Duck Head Apparel Company division or the Delta
Apparel Company division of the Company provided that such distribution is
consummated prior to March 31, 2000.
B. The Company expects to consummate one or more such distributions but not
prior to March 31, 2000. The Company has determined that no such adjustment
or alteration to the Exercise Price should occur if any such distribution
occurs on or before July 31, 2000.
C. Section 27 of the Rights Agreement generally provides in part that, prior
to the Distribution Date, the Rights Agent and the Company shall, if so
directed by the Company, amend the Rights Agreement without the approval of
any holders of certificates representing the Company's Common Stock,
provided that the Rights Agent must consent to any such amendment changing
the rights and duties of the Rights Agent.
AGREEMENT
In consideration for the mutual covenants contained herein and other good
and valuable consideration, the sufficiency of which is hereby acknowledged, the
Company and the Rights Agent hereby agree as follows:
1. Paragraph 11(c) of the Rights Agreement is hereby amended by deleting the
date "March 31, 2000" in the last sentence of such paragraph 11(c) and
replacing it with the date "July 31, 2000."
2. Except as explicitly provided in this Amendment, the Rights Agreement shall
remain in full force and effect and unamended hereby.
3. This Amendment shall be deemed to be a contract made under the laws of the
State of South Carolina 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 to be performed entirely within South Carolina.
4. This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, to be effective as of March 16, 2000.
ATTEST: DELTA WOODSIDE INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxx By: /s/ E. Xxxxx Xxxxxxx XX
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Name: Xxxx X. Xxxxx Name: E. Xxxxx Xxxxxxx XX
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Title: V.P./Secty Title: President
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ATTEST: FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxx
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Title: Corp. Trust Officer Title: Vice President
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