EXHIBIT 4.4
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT, dated as of February 3, 2000 to the Rights Agreement
between Sun Company, Inc. and First Chicago Trust Company of New York, as
Rights Agent dated as of February 1, 1996, and last amended July 3, 1997
(the "Rights Agreement"). Pursuant to Section 27 of the Rights Agreement,
Sunoco, Inc., the successor by name change to Sun Company, Inc. (the
"Company") and First Chicago Trust Company of New York (the "Rights Agent")
shall, if the Company so directs, supplement or amend any provision of the
Rights Agreement in accordance with the provisions of Section 27 thereof.
1. All references to "Sun Company, Inc." in the current text of the
Rights Agreement are hereby changed to "Sunoco, Inc."
2. Paragraph (a) of Section 23 of the Rights Agreement is hereby
amended to read in its entirety as follows:
Section 23. Redemption. (a) The Board of Directors of the Company
may, at its option, at any time prior to the earlier of (i) the close of
business on the tenth (10th) day after the Stock Acquisition Date (or such
later date as a majority of the Continuing Directors may designate prior to
such time as the Rights are no longer redeemable), and (ii) the Final
Expiration Date, redeem all but not less than all of the then outstanding
Rights at a redemption price of $.01 per Right, as such amount may be
appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption price
being hereinafter referred to as the "Redemption Price"); provided,
however, that if the Board of Directors of the Company authorizes
redemption of the Rights in either of the circumstances set forth in
clauses (x) or (y) below, then there must be Continuing Directors in office
and such authorization shall require the concurrence of a majority of the
Continuing Directors: (x) such authorization occurs on or after the Stock
Acquisition Date, or (y) such authorization occurs on or within ninety (90)
days of the date of a change (resulting from a proxy or consent
solicitation) in a majority of the directors of the Company in office at
the commencement of such solicitation if any Person who is a participant in
such solicitation has stated (or if upon the commencement of such
solicitation, a majority of the directors of the Company has determined in
good
faith) that such Person (or any of its Affiliates or Associates) intends to
take, or may consider taking, any action which would result in such Person
becoming an Acquiring Person or which would cause the occurrence of a
Triggering Event. Notwithstanding anything in this Agreement to the
contrary, the Rights shall not be exercisable after the first occurrence of
a Section 11(a)(ii) Event until such time as the Company's right of
redemption hereunder has expired.
2. Section 27 of the Rights Agreement is hereby amended to read in
its entirety as follows:
Section 27. Supplements and Amendments. The Company and the Rights
Agent shall, if the Company so directs, supplement or amend any provision
of this Agreement without the approval of any holders of certificates
representing shares of Common Stock or Series A Preference Stock. From and
after the Distribution Date, the Company and the Rights Agent shall, if the
Company so directs, supplement or amend this Agreement without the approval
of any holders of Rights Certificates in order (a) to cure any ambiguity,
(b) to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein, or (c) to
change or supplement the provisions hereof in any manner which the Company
may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Rights (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person). Notwithstanding the
foregoing, (x) after the Stock Acquisition Date or (y) on or within ninety
(90) days of the date of a change (resulting from a proxy or consent
solicitation) in a majority of the directors of the Company in office at
the commencement of such solicitation, if any Person who is a participant
in such solicitation has stated (or if upon the commencement of such
solicitation, a majority of the directors of the Company has determined in
good faith) that such Person (or any of its Affiliates or Associates)
intends to take, or may consider taking, any action which would result in
such Person becoming an Acquiring Person or which would cause the
occurrence of a Triggering Event, any supplement or amendment shall be
effective only if there are Continuing Directors then in office, and such
supplement or amendment shall have been approved by a majority of such
Continuing Directors. Upon the delivery of a certificate from an
appropriate officer of the Company that states that the proposed supplement
or amendment is in compliance with the terms of this Section, the Rights
Agent shall execute such supplement or amendment. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Stock and Series A
Preferred Stock.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal by its authorized officers.
Dated as of February 3, 2000.
SUNOCO, INC.
By: s/ XXXXXX X. XXXXXXX
{SEAL} -----------------------
Xxxxxx X. Xxxxxxx
Vice President and
Chief Financial Officer
Attest:
s/ XXX X. XXXX'
---------------
Xxx X. Xxxx'
General Attorney and
Corporate Secretary
Sunoco, Inc.
Countersigned:
FIRST CHICAGO TRUST DIVISION
(f/k/a FIRST CHICAGO TRUST COMPANY OF NEW YORK),
as Rights Agent
By: s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Director, Corporate Actions
