EXHIBIT 9.3
FIRST AMENDMENT TO
STOCKHOLDERS AGREEMENT
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Reference is made to the Stockholders Agreement dated as of October
17, 1994, among HCI DIRECT, INC. (formerly, Hosiery Corporation of America,
Inc.) (the "Company"), ▇▇▇▇▇ INVESTMENT ASSOCIATES V, L.P. ("KIA V"), ▇▇▇▇▇
EQUITY PARTNERS V, L.P. (together with KIA V, "▇▇▇▇▇"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("JAM")
and certain other stockholders of the Company (the "Stockholders Agreement").
This is a First Amendment to the Stockholders Agreement (the "First
Amendment") and is dated as of July 1, 1999.
WHEREAS, ▇▇▇▇▇, the Company and JAM desire to amend Section 7.2 of the
Stockholders Agreement, and Section 10.7 of the Stockholders Agreement provides
that Section 7.2 of the Stockholders Agreement may be amended, modified or
supplemented only with the written consent of ▇▇▇▇▇ and JAM.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged by ▇▇▇▇▇, the Company and JAM, ▇▇▇▇▇,
the Company and JAM hereby agree as follows:
1. Each capitalized term not otherwise expressly defined herein
shall have the meaning ascribed to such term in the Stockholders Agreement.
2. The first paragraph of Section 7.2 of the Stockholders Agreement
is hereby amended to remove any reference to a Unit Share Holder, and therefore,
the definition of Holder for the purposes of Section 7.2 of the Stockholders
Agreement shall not include any Unit Share Holder.
3. Section 7.2(c) of the Stockholders Agreement is hereby amended to
eliminate sub-clause (ii) thereof.
4. Except as expressly set forth herein, this First Amendment is in
no way intended to alter the rights, duties, obligations or any other
relationship between the parties to the Stockholders Agreement. Except as
expressly amended hereby, the Stockholders Agreement is not in any way amended,
modified or waived hereby and shall remain in full force and effect.
5. This First Amendment shall be governed by and interpreted and
enforced in accordance with the substantive laws of the State of Delaware,
without giving effect to the choice of law principles thereof.
6. This First Amendment may be executed in counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment as of the date first written above.
▇▇▇▇▇ INVESTMENT
ASSOCIATES V, L.P.
By: ▇▇▇▇▇ Partners V, L.P.
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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General Partner
▇▇▇▇▇ EQUITY PARTNERS V, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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General Partner
HCI DIRECT, INC. (formerly, Hosiery
Corporation of America, Inc.)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Executive Officer
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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