SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
This Second Amendment to the Shareholder Rights Agreement (this
"Amendment") entered into as of this 19th day of May, 1999, by and between
Designs, Inc., a Delaware corporation (the "Company"), and BankBoston, N.A.
(formerly known as The First National Bank of Boston, N.A.), a national
banking association, as Rights Agent (the "Rights Agent").
WHEREAS, the Company entered into a Shareholder Rights Agreement
with the Rights Agent, dated as of May 1, 1995 and amended by a First
Amendment to Shareholder Rights Agreement (the "First Amendment") dated as
of October 6, 1997 (as so amended, the "Rights Agreement"); and
WHEREAS, the parties desire to further amend the Rights Agreement
in accordance with Section 27 of the Rights Agreement in the manner
described herein;
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Rights Agent hereby agree as
follows:
1. Section 1(a) of the Rights Agreement is hereby amended by inserting
after the first paragraph of subsection (a) the following sentence:
Notwithstanding the foregoing, in connection with a proposed
acquisition of the Company, as contemplated by the letter dated
April 28, 1999, from Jewelcor Management, Inc. ("Jewelcor") to
the Company, Stanley I. Berger and Jewelcor through its officers
may act in concert to take actions through July 1, 1999
reasonably necessary or appropriate to seek consent from Levi
Strauss & Co. to the assignment, sublicense or transfer of the
Company's rights and obligations under the Amended and Restated
Trademark License Agreement made as of October 31, 1998, by and
between Levi Strauss & Co. and the Company, to Jewelcor or its
affiliates, and neither Stanley I. Berger nor Jewelcor nor its
officers, individually or collectively, will be deemed to be an
Acquiring Person as a result of such actions.
2. Section 2 of the Rights Agreement is hereby amended by inserting the
following language after the word "desirable" in the third sentence:
, upon ten (10) days' prior written notice to the Rights Agent.
The Rights Agent shall have no duty to supervise and shall in no
event be liable for the acts or omissions of any such co-Rights
Agent.
3. Section 26 of the Rights Agreement is hereby amended by replacing the
address of Rights Agent with the following address:
BankBoston, N.A.
c/o Equiserve Limited Partnership
150 Royall Street
Canton, Massachusetts 02021
Attention: Client Administration
4. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby, and all other
references to the Rights Agreement shall be deemed to include this
Amendment.
5. This Amendment shall be effective as of the date first written above,
and except as set forth herein, the Rights Agreement shall remain in
full force and effect and otherwise shall be unaffected hereby.
6. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested under seal as of the date first written
above.
Attest: DESIGNS, INC.
/s/ Scott N. Semel /s/ Joel H. Reichman
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Name: Scott N. Semel Name: Joel H. Reichman
Title: General Counsel Title: President and Chief Executive
Officer
Attest: BANKBOSTON, N.A.
/s/ Patricia DeLuca /s/ Tyler Haynes
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Name: Patricia DeLuca Name: Tyler Haynes
Title: Senior Account Title: Managing Director
Administrator