EXHIBIT 10(c)
FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT
-------------------------------------------
THIS FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT is entered into this
22nd day of June, 1999, by and among CHARLES A. HAYES and GEORGE GREENBERG
(Messrs. Hayes and Greenberg being collectively hereinafter referred to as the
"Stockholders"), MAURICE FISHMAN ("Fishman") and GUILFORD MILLS, INC., a
Delaware corporation (the "Company").
WITNESSETH:
-----------
WHEREAS, the Stockholders, the Company and Fishman entered into a
Stockholders' Agreement, dated June 22, 1990, as amended, pursuant to which the
Company has a right of first refusal in the event any Stockholder or Fishman
transfers his shares of Company common stock under certain circumstances (the
"1990 Stockholders' Agreement")(capitalized terms which are not otherwise
expressly defined herein shall have the meanings set forth in the 1990
Stockholders' Agreement); and
WHEREAS, the 1990 Stockholders' Agreement is scheduled to expire on
June 22, 1999; and
WHEREAS, the Stockholders and the Company desire to extend the term for
the restrictions set forth in the 1990 Stockholders' Agreement beyond such date
according to the provisions herein and Fishman does not desire to be a party to,
or subject to the restrictions under, the 1990 Stockholders' Agreement, beyond
June 22, 1999.
NOW, THEREFORE, in consideration of the covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
l. Section 1(d) of the 1990 Stockholders' Agreement is hereby deleted
in its entirety and the following section is inserted in its place:
(d) upon June 22, 2001; provided, however, that the parties
hereto acknowledge and agree that from and after June 22, 1999 this Agreement
shall have no force or effect with respect to Fishman (or his heirs, executors,
administrators, personal representatives, successors and assigns (collectively,
the "Fishman Representatives")) or any shares of Common Stock owned by Fishman
or the Fishman Representatives and that none of Fishman, the Fishman
Representatives or the Company shall have any obligation to one another under,
or by virtue of, this Agreement from and after June 22, 1999 (it being
acknowledged and understood that this Agreement shall continue in effect beyond
June 22, 1999 according to its terms with respect to the Company and Messrs.
Greenberg and Hayes and their respective heirs, successors, representatives and
assigns).
2. Except as otherwise expressly set forth above, the 1990
Stockholders' Agreement remains unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as
of the day and year first above written.
GUILFORD MILLS, INC.
By:/s/ Terrence E. Geremski /s/ Charles A. Hayes
------------------------- ---------------------
Terrence E. Geremski Charles A. Hayes
Executive Vice President and
Chief Financial Officer /s/ Maurice Fishman
---------------------
Maurice Fishman
/s/ George Greenberg
---------------------
George Greenberg