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Exhibit 6
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment") is
entered into as of June 16, 1997 by and between THE XXXXXXX CORPORATION, a New
York Corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY,
as rights agent (the "Rights Agent"), amending the Rights Agreement, dated as of
March 1, 1997, between the Company and the Rights Agent (the "Rights
Agreement").
Recitals of the Company:
The Company has duly authorized the execution and delivery of this
Amendment, and all things necessary to make this Amendment a valid agreement of
the Company have been done. This Amendment is entered into pursuant to Section
27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Defined Terms. Terms defined in the Rights Agreement and used
herein shall have the meanings given to them in the Rights Agreement.
2. Amendments to Section 1. (a) Section 1(a) of the Rights Agreement
is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, so long
as the Merger Agreement has not been terminated pursuant to the terms
thereof, or at any time after the purchase of shares of Common Stock
pursuant to the Offer, neither BT Industries AB nor any Affiliate of BT
Industries AB shall be deemed to be an Acquiring Person solely by reason
of the execution, delivery or performance of the Merger Agreement or the
announcement, making or consummation of the Offer, the acquisition of
Common Stock pursuant to the Offer or the Merger, the consummation of the
Merger or any other transactions contemplated by the Merger Agreement."
(b) Section 1 of the Rights Agreement is amended to add the
following provisions at the end thereof:
"(p) For purposes of this Agreement:
'Effective Time' shall have the meaning assigned to such
term in the Merger Agreement;
'Merger Agreement' shall mean the Agreement and Plan of
Merger dated as of June 16, 1997 among BT Industries AB, a
corporation incorporated under the laws of Sweden,
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Lift Acquisition Company, Inc., a New York corporation and a wholly
owned subsidiary of BT Industries AB, and the Company, as amended
from time to time in accordance with its terms;
'Merger' shall have the meaning assigned to such term in
the Merger Agreement;
'Offer' shall have the meaning assigned to such term in
the Merger Agreement; and
1. Amendment of Section 3(a). Section 3(a) of the Rights Agreement
is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, so long as the Merger Agreement has not been terminated
pursuant to the terms thereof, or at any time after the purchase of
shares of Common Stock pursuant to the Offer, a Distribution Date
shall not be deemed to have occurred solely as the result of the
execution, delivery or performance of the Merger Agreement or the
announcement, making or consummation of the Offer, the acquisition
of Common Shares pursuant to the Offer or the Merger, the
consummation of the Merger or any other transactions contemplated by
the Merger Agreement."
2. Amendment of Section 7(a). Section 7(a) of the Rights Agreement
is amended by deleting the word "or" in the penultimate line of such subsection
and substituting in its place", "and inserting immediately after the word
"hereof" in the last line thereof the following clause: "or (iv) immediately
after the acquisition of shares of Common Stock pursuant to the Offer (the
earliest of (i), (ii), (iii) or (iv) being herein referred to as the "Expiration
Date"). Upon the Expiration Date, the Rights shall expire."
3. Effectiveness. This Amendment shall be deemed effective as of
June 16, 1997 as if executed on such date. Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
4. Miscellaneous. This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such state. This
Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed an original and all such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the day and year first above written.
Attest: THE XXXXXXX CORPORATION
/s/ Xxxx X. Xxxxxxxxx /s/ Xxxxx X. Xxxxxxx
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By: Xxxx X. Xxxxxxxxx By: Xxxxx X. Xxxxxxx
Title: Vice President, General Title:President and Chief
Counsel and Secretary Operating Officer
AMERICAN STOCK TRUST &
Attest: TRANSFER COMPANY
/s/ Xxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx
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By: Xxxxx Xxxxxx By: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
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