EXHIBIT 4(J)
SEVENTH AMENDMENT TO XXXXX EQUITY, INC.
COMMON STOCK RIGHTS AGREEMENT
DATED AS OF DECEMBER 21, 2001
This Seventh Amendment to the Common Stock Rights Agreement dated as of
December 21, 2001 (the "Amendment"), is between Xxxxx Equity, Inc., a Florida
corporation (the "Company") and Xxxxx Fargo Bank Minnesota, N. A. (the "Rights
Agent"), and amends the Common Stock Rights Agreement dated as of September 30,
1990 (the "Rights Agreement" as amended and in effect on the date hereof, prior
to giving effect to the Amendment, the "Amended Rights Agreement"). Unless
otherwise defined herein, capitalized terms in the Amendment shall have the same
meaning as those contained in the Amended Rights Agreement.
WITNESSETH:
WHEREAS, on September 30, 1990, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, shares of the Company's Common Stock; and
WHEREAS, on September 30, 1990, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for every share of
Common Stock of the Company outstanding on the Dividend Record Date and
authorized the issuance of one Right (subject to certain adjustments) for each
share of Common Stock of the Company issued between the Dividend Record Date and
the Distribution Date; and
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WHEREAS, the Distribution Date has not occurred; and
WHEREAS, pursuant to Section 27 of the Amended Rights Agreement, the
Continuing Directors have unanimously approved an amendment of certain
provisions of the Amended Rights Agreement as set forth below;
NOW, THEREFORE, in consideration of the premises, the mutual promises
herein set forth and other good and valid consideration the sufficiency hereof
and thereof being hereby acknowledged, the parties hereto hereby agree as
follows:
1. Section 1(v) is amended and restated in its entirety as
follows: "(v) 'Exempt Person' shall mean any person which the
Continuing Directors may from time to time determine to be an
Exempt Person."
2. Sections 1(c)-A, 1(c)-B, 1(c)-C and 1(c)-D each added by
Section 1 of the Fourth Amendment to the Amended Rights Agreement shall be
deleted in their entirety.
3. Sections 1(aa)-A and 1(aa)-B added by Section 3 of the Fourth
Amendment to the Amended Rights Agreement shall be deleted in their entirety.
4. Section 1(cc)-A added by Section 4 of the Fourth Amendment to
the Amended Rights Agreement shall be deleted in its entirety.
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5. Section 1(ii)-A added by Section 5 of the Fourth Amendment to
the Amended Rights Agreement shall be deleted in its entirety.
The effect of the above amendments and deletions from the Amended
Rights Agreement is to abrogate the exemptions provided in the Second Amendment,
Amendment No. 3 and the Fourth Amendment to the Amended Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and set their respective hands and seals all as of the date and
year first above written.
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XXXXX EQUITY, INC.
By: s/ Xxxxx X. Xxxxxxxx
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Its Vice President
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Attest:
By: s/ Xxxxxx X. Xxxxxx
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Title: Administrative Asst.
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XXXXX FARGO BANK MINNESOTA, N.A.
As Rights Agent
By: s/ Xxxxxxxx Xxxxxxxx
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Its Account Manager
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Attest:
By: s/ Xxxxxx X. Xxxxxxx
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Title: Assistant Vice President
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