Exhibit 99.2
▇▇▇▇ ▇▇▇▇▇▇▇▇
THE ESTATE OF ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
C/O EVERLAST WORLDWIDE INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
June 19, 2007
▇▇▇▇▇▇ Group Acquisitions, LLC
▇▇▇▇▇▇ Group Acquisitions, Inc.
c/o Hidary Group Acquisitions, LLC
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Voting Agreement (the "Voting Agreement") dated as of
June 4, 2007, by and among ▇▇▇▇▇▇ Group Acquisitions, LLC
("Parent"), ▇▇▇▇▇▇ Group Acquisitions, Inc. ("Merger
Sub"), ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and The Estate of ▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇ (each, a "Stockholder" and together, the
"Stockholders")
Dear Sirs:
Reference is made to Section 1.2(d) of the Voting Agreement. Capitalized
terms used herein and not otherwise defined shall have the same meaning ascribed
to them in the Voting Agreement. Parent, Merger Sub and each of the Stockholders
hereby agree that clauses (i) and (ii) of the second sentence of Section 1.2(d)
be revised to read in their entirety as follows:
"(i) 169,514 shares of Common Stock held by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and (ii)
616,360 shares of Common Stock held by The Estate of ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇."
Except to the extent expressly amended as described above, the Voting Agreement
remains in full force and effect as previously executed and delivered by the
parties thereto.
This letter shall be governed by, construed and enforced in accordance
with the laws of the State of New York, without regard to principles of
conflicts of law thereof.
IN WITNESS WHEREOF, Parent, Merger Sub and the Stockholders have caused
this Agreement to be duly executed as of the day and year first above written.
▇▇▇▇▇▇ Group Acquisitions, LLC
▇▇▇▇▇▇ Group Acquisitions, Inc.
June 19, 2007
Page 2
▇▇▇▇▇▇ GROUP ACQUISITIONS, LLC
By: The ▇▇▇▇▇▇ Group LLC,
its member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
▇▇▇▇▇▇ GROUP ACQUISITIONS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
THE ESTATE OF ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Trustee
