EXHIBIT 2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "AMENDMENT") is
entered into as of March 1, 1999 by and between NINE WEST GROUP INC., a
Delaware Corporation (the "COMPANY"), and THE BANK OF NEW YORK (the "RIGHTS
AGENT"), amending the Rights Agreement, dated as of February 17, 1998, between
the Company and the Rights Agent (the "RIGHTS AGREEMENT").
RECITALS OF THE COMPANY:
The Company has duly authorized the execution and delivery of this
Amendment, and all things necessary to make this Amendment a valid agreement
of the Company have been done. This Amendment is entered into pursuant to
Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. DEFINED TERMS. Terms defined in the Rights Agreement and used
herein shall have the meanings given to them in the Rights Agreement.
2. AMENDMENTS TO SECTION 1. (a) Section 1(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, none
of Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Parent or any Affiliate or Associate of
any of them shall be deemed to be an Acquiring Person solely by reason of
the approval, execution, delivery or performance of the Merger Agreement
or the Stockholder Agreement or the consummation of the transactions
contemplated by the Merger Agreement or the Stockholder Agreement."
(b) Section 1 of the Rights Agreement is amended to add the
following provisions at the end thereof:
"(ff) For purposes of this Agreement:
"Effective Time" shall have the meaning assigned to such term
in the Merger Agreement;
"Merger Agreement" shall mean the Agreement and Plan of Merger
dated as of March 1, 1999 among Parent, Xxxx Acquisition Sub Inc.
("Merger Sub"), a Delaware corporation and a wholly owned
subsidiary of Parent, and the Company, as amended from time to time
in accordance with its terms;
"Merger" shall have the meaning assigned to such term in the
Merger Agreement;
"Parent" shall mean Xxxxx Apparel Group, Inc., a Pennsylvania
corporation; and
"Stockholder Agreement" shall mean the Stockholder Agreement,
dated as of March 1, 1999, between Parent and the holders of Common
Stock signatories thereto."
3. AMENDMENT OF SECTION 3(a). Section 3(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have occurred
solely as the result of the approval, execution, delivery or
performance of the Merger Agreement or the Stockholder Agreement or
the consummation of the transactions contemplated by the Merger
Agreement or the Stockholder Agreement."
4. AMENDMENT OF SECTION 7(a). Section 7(a) of the Rights
Agreement is amended by deleting the word "or" in the penultimate line of such
subsection and substituting in its place "," and inserting immediately after
the word "hereof" in the last line thereof the following clause: "or (iv)
immediately prior to the Effective Time of the Merger. Upon the Expiration
Date, the Rights shall expire."
5. EFFECTIVENESS. This Amendment shall be deemed effective as
of March 1, 1999 as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
6. MISCELLANEOUS. This Amendment 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.
This Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed 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, all as of the day and year first above
written.
Attest: NINE WEST GROUP INC.
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxxx
-------------------------------- -----------------------------
Title: Executive Vice President Title: Chief Executive Officer
and General Counsel
Attest: THE BANK OF NEW YORK
/s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxxxx
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Title: Assistant Vice President Title: Vice President
