Exhibit 10.32 AMENDMENT NO. 1 TO WARRANTHOLDERS RIGHTS AGREEMENT AMENDMENT dated as of February 1, 1996 among Willcox & Gibbs, Inc. (formerly known as WG, Inc.), a Delaware corporation (together with its successors, "Holdings"), the stockholders of...
Exhibit 10.32
AMENDMENT NO. 1 TO WARRANTHOLDERS RIGHTS AGREEMENT
AMENDMENT dated as of February 1, 1996 among Xxxxxxx & Xxxxx, Inc.
(formerly known as WG, Inc.), a Delaware corporation (together with its
successors, "Holdings"), the stockholders of Holdings listed on the signature
pages hereof and the holders of the Warrants listed on the signature pages
hereof.
WHEREAS, the parties hereto have heretofore entered into a
Warrantholders Rights Agreement dated as of July 13, 1994 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to provide
for the issuance by Holdings of additional Warrants exercisable for 32,985
shares of Class C Common Stock;
NOW THEREFORE the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference to
"this Agreement" and each other similar reference contained in the Agreement
shall from and after the effectiveness hereof refer to the Agreement as amended
hereby.
SECTION 2. Amendment of Section 1.1 of the Agreement. The Definition
of "Warrant" appearing in Section 1.1 of the Agreement is amended to read as
follows:
"Warrants" means the Warrant or Warrants initially exercisable for
114,773 shares of Class C Common Stock issued on July 13, 1994 pursuant to the
Credit Agreement and the Warrant or Warrants initially exercisable for 32,985
shares of Class C Common Stock issued on February 1, 1996 pursuant to the Credit
Agreement, as such Warrants may be transferred or otherwise assigned, but only
to the extent not theretofore exercised, redeemed or expired in accordance with
their respective terms.
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts; Effectiveness. This Amendment may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective when each of the parties hereto shall have
received counterparts hereof executed by each of the parties hereto.
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered as of the date first above written.
XXXXXXX & XXXXX, INC.
By /s/ [ILLEGIBLE]
------------------------
Title: Vice President
000 Xxxxx Xx.
Xxxxxxxx, XX 00000
STOCKHOLDERS
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Address:
---------------------------------
Name: Xxxx Xxxxxx
Address:
---------------------------------
Name: Xxxxxxx Xxxxx
Address:
---------------------------------
Name: Xxxxx Xxxxx
Address:
---------------------------------
Name: Xxxx X. Xxxxxxx
Address:
---------------------------------
Name: Xxxx X. Xxxxxxx, as Trustee
of the Xxxx X. Xxxxxxx Trust
Address:
STOCKHOLDERS
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Address:
/s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Address:
---------------------------------
Name: Xxxxxxx Xxxxx
Address:
---------------------------------
Name: Xxxxx Xxxxx
Address:
---------------------------------
Name: Xxxx X. Xxxxxxx
Address:
---------------------------------
Name: Xxxx X. Xxxxxxx, as Trustee
of the Xxxx X. Xxxxxxx Trust
Address:
STOCKHOLDERS
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Address:
---------------------------------
Name: Xxxx Xxxxxx
Address:
/s/ Xxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxx Xxxxx
Address:
---------------------------------
Name: Xxxxx Xxxxx
Address:
---------------------------------
Name: Xxxx X. Xxxxxxx
Address:
---------------------------------
Name: Xxxx X. Xxxxxxx, as Trustee
of the Xxxx X. Xxxxxxx Trust
Address:
STOCKHOLDERS
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Address:
---------------------------------
Name: Xxxx Xxxxxx
Address:
---------------------------------
Name: Xxxxxxx Xxxxx
Address:
/s/ Xxxxxxx X. Xxxxx, Trustee
---------------------------------
Name: WG TRUST
Xxxxxxx X. Xxxxx, TRUSTEE
Address:
---------------------------------
Name: Xxxx X. Xxxxxxx
Address:
---------------------------------
Name: Xxxx X. Xxxxxxx, as Trustee
of the Xxxx X. Xxxxxxx Trust
Address:
STOCKHOLDERS
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Address:
---------------------------------
Name: Xxxx Xxxxxx
Address:
---------------------------------
Name: Xxxxxxx Xxxxx
Address:
---------------------------------
Name: Xxxxx Xxxxx
Address:
/s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Address:
/s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx, as Trustee
of the Xxxx X. Xxxxxxx Trust
Address:
WARRANTHOLDERS
NATIONSCREDIT COMMERCIAL
CORPORATION
By [ILLEGIBLE]
-------------------------------
Title:
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telefax: 000-000-0000
BANK OF AMERICA ILLINOIS
By
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Title:
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
WARRANTHOLDERS
NATIONSCREDIT COMMERCIAL
CORPORATION
By
-------------------------------
Title:
BANK OF AMERICA ILLINOIS
By [ILLEGIBLE]
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Title: Vice President
