EXHIBIT 99.2
LETTER AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or beneficial,
of Xxxxxxx'x, Inc., a Delaware corporation (the "Company"); and
WHEREAS, (i) Barington Companies Equity Partners, L.P., Barington Companies
Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC,
Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC,
Barington Capital Group, L.P., LNA Capital Corp. and Xxxxx X. Xxxxxxxxxxx,
(together, the "Barington Parties") and (ii) Clinton Multistrategy Master Fund,
Ltd., Cliton Special Opportunities Master Fund, Ltd., Xxxxxxx Xxxxxxxx Master
Fund, Ltd., Clinton Group, Inc. and Xxxxxx X. Xxxx (together, the "Clinton
Parties"), wish to enter into this Letter Agreement (the "Letter Agreement")
pertaining to their investments in, and activities related to, the Company and
its Securities.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, covenant and agree as follows:
1. Barington Capital Group, L.P. and Clinton Group, Inc. each agree to
consult with each other regarding all purchases and sales of Securities of the
Company by their affiliates. "Securities" shall mean equity securities of the
Company, options to purchase or sell equity securities of the Company, and
swaps, synthetics and other derivative securities or instruments, the value of
which is solely and directly related to equity securities of the Company.
Furthermore, so long as this Agreement is in effect, (i) none of the parties
shall acquire Securities of the Company if as a result the Group would be
deemed to have beneficial ownership of 10% or more of any class of the
outstanding equity of the Company without the prior agreement of Barington
Capital Group, L.P., or its representatives, and Clinton Group, Inc., or its
representatives (collectively, the "Representatives"), (ii) none of the parties
shall purchase, sell or otherwise increase or decrease their economic exposure
to Securities of the Company if such party reasonably believes that, as a
result of such action, the Group or any member thereof would be likely to be
required to make any regulatory filing without using their reasonable efforts
to give the other parties at least 24 hours prior written notice, and (iii)
each of the undersigned shall provide written notice to the other of (a) any of
their purchases or sales of Securities of the Company; and (b) any Securities
of the Company over which they acquire or dispose of beneficial ownership, no
later than 24 hours after each such transaction.
2. The Barington Parties and the Clinton Parties shall each pay 50% of all
expenses incurred in connection with the Group's activities.
3. Each of the undersigned agrees that any filing with the Securities and
Exchange Commission, press release or stockholder communciation proposed to be
made or issued by the Group or any member of the Group in connection with the
Group's activities shall be jointly approved by the Representatives, which
approval shall not be unreasonably withheld or delayed.
4. The relationship of the parties hereto shall be limited to carrying
on the activities of the Group in accordance with the terms of this Agreement.
Such relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such activities as described herein. Nothing herein
shall be construed to authorize any party to act as an agent for any other
party, or to create a joint venture or partnership, or to constitute an
indemnification. Except as otherwise expressly provided herein, nothing
herein shall restrict any party's right to purchase or sell Securities of the
Company, as he/it deems appropriate, in his/its sole discretion, provided that
all such sales are made in compliance with all applicable securities laws.
5. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute but one
and the same instrument, which may be sufficiently evidenced by one counterpart.
6. In the event of any dispute among the parties hereto arising out of
the provisions of this Agreement or their investment in the Company, the
parties hereto consent and submit to the exclusive jurisdiction of the Federal
and State Courts in the State of New York.
7. Any party hereto may terminate his/its obligations under this
Agreement on 24 hours' written notice to all other parties.
8. Each party acknowledges that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall
act as counsel for both the Group and the Barington Parties relating to their
investment in the Company and that Xxxxxxx Xxxx & Xxxxx LLP shall act as
counsel for both the Group and the Clinton Parties relating to their investment
in the Company.
9. Each of the undersigned parties hereby agrees that this Group Agreement
shall be filed as an exhibit to an amendment to a Schedule 13D.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the parties hereto has caused this Group
Agreement to be executed as of the twenty-fifth day of September 2008.
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By: Barington Companies Investors, LLC,
its general partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Member
BARINGTON COMPANIES INVESTORS, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Member
BARINGTON INVESTMENTS, L.P.
By: Barington Companies Advisors, LLC,
its general partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Member
BARINGTON COMPANIES ADVISORS, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Member
BARINGTON COMPANIES OFFSHORE FUND, LTD.
By: /s/ Xxxxx X. Xxxxxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Authorized Signatory
BARINGTON OFFSHORE ADVISORS II, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Member
BARINGTON CAPITAL GROUP, L.P.
By: LNA Capital Corp., its general partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President and CEO
LNA CAPITAL CORP.
By: /s/Xxxxx X. Xxxxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President and CEO
/s/ Xxxxx X. Xxxxxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxxxxx
XXXXXXX MULTISTRATEGY MASTER FUND, LTD.
By: Clinton Group, Inc., its investment manager
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Chief Financial Officer
CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD.
By: Clinton Group, Inc., its investment manager
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Chief Financial Officer
XXXXXXX XXXXXXXX MASTER FUND, LTD.
By: Clinton Group, Inc., its investment manager
By: /s/Xxxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Chief Financial Officer
CLINTON GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Chief Financial Officer
/s/ Xxxxxx X. Xxxx
-----------------------------------
Xxxxxx X. Xxxx
