EXHIBIT 4.1
THIRD AMENDMENT TO RIGHTS AGREEMENT
This amendment is made as of November 18, 1999 by and between Illini
Corporation, an Illinois corporation (the "Company"), and Illinois Stock
Transfer Company, an Illinois corporation (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement dated as of June 20, 1997, as amended July 1, 1998 and July 6, 1999
(the "Rights Agreement");
WHEREAS, the Company and the Rights Agent may from time to time
supplement or amend the Rights Agreement pursuant to Section 28 of the Rights
Agreement;
WHEREAS, no Distribution Date (as defined in the Rights Agreement) has
occurred;
WHEREAS, an appropriate officer of the Company has delivered a
certificate to the Rights Agent which states that this amendment complies with
the terms of Section 28 of the Rights Agreement; and
WHEREAS, all acts and things necessary to make this Third Amendment a
valid, legal and binding instrument of the Company and the Rights Agent have
been duly done, performed and fulfilled, and the execution and delivery hereof
by each of the Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent, respectively;
NOW, THEREFORE, the Company and the Rights Agent hereby agree that:
I. Pursuant to Section 28 of the Rights Agreement, Section 1(c) of the
Rights Agreement is hereby amended by adding a new final paragraph as follows:
Notwithstanding anything in this definition of Beneficial
Ownership to the contrary, a Person shall not be deemed the Beneficial
Owner of, or to "beneficially own," any shares of Common Stock of the
Company as a result of the operation of that certain Non-compete,
Standstill and Sale of Personal Goodwill Agreement to be entered into
on November 19, 1999 between the Company and Xxxxxx X. Xxxx.
II. This Third Amendment may be executed in two (2) or more
counterparts, each of such counterparts shall for all purposes be deemed to be
an original and all such counterparts shall together constitute but one in the
same instrument.
III. Terms not defined herein shall, unless the context otherwise
requires, have the meanings described to such terms in the Rights Agreement.
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IV. In executing and delivering this Third Amendment, the Rights Agent
shall be entitled to all of the privileges and immunities afforded to the Rights
Agent under the terms and conditions of the Rights Agreement.
V. The parties restate all of the provisions of the Rights Agreement
and agree that all such provisions remain in effect. If there is any conflict
between the provisions of this Third Amendment and the provisions of the Rights
Agreement, the provisions of this Third Amendment shall control.
VI. The effective date of this Third Amendment is November 18, 1999.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed and attested, all as of the day and year first written
above.
ATTEST: ILLINI CORPORATION
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. XxXxxx
------------------- ---------------------
Xxxxx Xxxxxx Xxxxxxx X. XxXxxx
Title: Chief Operating Officer Title: President
ATTEST: ILLINOIS STOCK TRANSFER
COMPANY
By: /s/ XxXxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
---------------- ---------------------
XxXxxx Xxxxx Xxxxxx X. Xxxxxxx
Title: President and CEO
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