AMENDMENT TO THE RENEWED RIGHTS AGREEMENT
Amendment, dated as of December 15, 1997, to
the Renewed Rights Agreement, dated as of September 25,
1996 ("The Rights Agreement"), between Xxxxxx Inc. (the
"Company") and American Stock Transfer and Trust Company
(the "Rights Agent").
WHEREAS, on December 14, 1997, the Board of
Directors resolved that the Rights Agreement be amended
as set forth below (the "Amendment"); and
WHEREAS, the Amendment is in compliance with
the terms set forth in Section 26 of the Rights Agreement
regarding supplements and amendments to the Rights
Agreement.
NOW THEREFORE, in consideration of the premises
and the mutual agreements set forth herein and in the
Rights Agreement, the parties hereby agree as follows:
That the definition of "Exempt Person" set
forth in Section 1(s) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(s) "Exempt Person" shall mean (i) the
Company, (ii) any Subsidiary of the Company,
(iii) any employee benefit plan of the Company
or of any Subsidiary of the Company, (iv) any
Person or entity organized, appointed or
established by the Company for or pursuant to
the terms of any such plan, (v) any Person or
group of Persons (as determined pursuant to
Section 13(d)(3) of the Exchange Act) which
was, as of the date of this Agreement, the
Beneficial Owner of 15% or more of the shares
of Common Stock then outstanding, (vi) any
Person who (A) is the Beneficial Owner of less
than 25% of the Common Stock of the Company
then outstanding and has reported such
ownership on Schedule 13G under the Exchange
Act (or any comparable or successor report) or
on Schedule 13D under the Exchange Act (or any
comparable or successor report) which Schedule
13D, as amended from time to time, does not
state any intention to or reserve the right to
control or influence the management or
policies of the Company or engage in any of
the actions specified in Item 4 of Schedule
13D (other than the disposition of the Common
Stock of the Company), (B) within 10 Business
Days of being requested by the Company to
advise the Company regarding its intentions,
certifies to the Company that such Person
acquired shares of Common Stock of the Company
in excess of 14.99% inadvertently or without
knowledge of the terms of the Rights, (C) the
Company determines acquired shares of Common
Stock of the Company in excess of 14.99%
inadvertently or without knowledge of the
terms of the Rights and (D) together with its
Affiliates and Associates, thereafter does not
acquire additional shares of Common Stock of
the Company while the Beneficial Owner of 15%
or more of the shares of Common Stock of the
Company then outstanding or (vii) any Person
who acquires 15% or more of the shares of
Common Stock then outstanding solely as a
result of a transaction approved by the
Board."
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have
caused this amendment to the Rights Agreement to be duly
executed and their respective seals to be hereunto affixed
and attested, all as of the day and year first above
written.
Attest: XXXXXX INC.
By /s/ Xxxxxxx X. Xxxxxxx By /s/ X.X. Xxx Xxxx
Name: Xxxxxxx X. Xxxxxxx Name: X.X. Xxx Xxxx
Title: Vice President, General Title: Chairman, President and
Counsel and Secretary Chief Executive Officer
Attest: AMERICAN STOCK TRANSFER AND
TRUST COMPANY
By /s/ Xxxxx Xxxxxx By /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
