EXHIBIT 2.2
XXXXXXXX XXXXXXX CORPORATION
XXXXXXXX XXXXXXX XXXXXXXXXXX
X. X. XXX 00/XXXXX, XXXXX X.X.X. 00000
PHONE: (000)000-0000/TELEX:368439
FAX: (000)000-0000
XXXXXXX X. XXXXX
EXECUTIVE VICE PRESIDENT AND
CHIEF LEGAL OFFICER
VIA FEDERAL EXPRESS
August 8, 1995
Norwest Bank Minnesota, N.A.
000 Xxxxx Xxxxxxx Xxxxxxxx
P. O. Box 000
Xxxxx Xx. Xxxx, Xxxxxxxxx 00000-0000
RE: AMENDMENT TO RIGHTS AGREEMENT
Ladies and Gentlemen:
Pursuant to Section 25 of the Rights Agreement, dated as of June 12, 1986, as
amended to date (as amended, "Rights Agreement"), by and between Xxxxxxxx
Xxxxxxx Corporation, a Delaware corporation ("Company") and Norwest Bank
Minnesota, N. A., as successor Rights Agent to Bank of America National Trust
and Savings Association ("Rights Agent"), the Company, by resolution adopted by
its Board of Directors, hereby amends the Rights Agreement as follows:
1. Section 1(d) to the Rights Agreement is hereby amended by inserting
the following after the words `after the date of such acquisition' and before
the period:
"; provided further, however, that a person shall not be
deemed the Beneficial Owner of, or to Own Beneficially,
Common Shares of the Company by virtue of such person being
an initial holder of those certain Warrants to Purchase
Common Stock of the Company to be issued in connection with
that certain Override Agreement and related Securities
Purchase Agreement among the Company, Xxxxxxxx Xxxxxxx
Corporation, an Ohio corporation, the lenders who are
signatories thereto and Mellon Bank, N.A., as agent to
certain of such lenders".
2. This Amendment to Rights Agreement shall be effective as of August 1,
1995 (the "Effective Date"), and all references to the Rights Agreement shall,
as of and after the Effective Date, be deemed to be references to the Rights
Agreement, as amended by this Amendment.
XXXXXXXX XXXXXXX CORPORATION
Norwest Bank Minnesota, N.A.
August 8, 1995
Page Two
3. Except as set forth herein, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
4. 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.
Very truly yours,
XXXXXXXX XXXXXXX CORPORATION
By /s/ Xxxxxxx X. Xxxxx
-------------------------------
Xxxxxxx X. Xxxxx
Executive Vice President
and Chief Legal Officer
Accepted and agreed to as
of the Effective Date:
NORWEST BANK MINNESOTA, N.A.
By /s/ Xxxxxxx X. Xxxxx
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Name Xxxxxxx X. Switx
Title Assistant Secretary
