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THIRD AMENDMENT TO RIGHTS AGREEMENT
THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is entered
into by Serv-Tech, Inc., a Texas corporation (the "Company"), and American
Stock Transfer & Trust Company (the "Rights Agent"), effective as of January 1,
1997.
WHEREAS, the Company and American Stock Transfer & Trust Company, as
Rights Agent, entered into a Rights Agreement dated as of November 16, 1995 (as
previously amended by a First Amendment), by way of a Second Amendment To
Rights Agreement dated as of January 1, 1997 (the "Agreement"), and all
capitalized terms not defined herein shall have the meanings given to such
terms in the Agreement; and
WHEREAS, the Company desires to amend the Agreement as provided herein
pursuant to Section 26 of the Agreement, which authorizes the Company and the
Rights Agent, if the Company so directs, to supplement or amend any provision
of the Agreement without the approval of any holders of the Company's Common
Stock;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto hereby agree as follows:
1. The figure $50,000,000 in Section 21 is hereby changed to
$10,000,000.
2. Except as specifically provided herein, the Agreement shall
continue in full force and effect in accordance with its
terms without amendment or modification.
IN WITNESS WHEREOF, the undersigned parties hereby execute and agree
to be bound by this Amendment, effective as of January 1, 1997.
Attest: Serv-Tech, Inc.
/s/ XXXXX XXXXXXX By: /s/ XXXXX X. XXXX
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Name: Xxxxx Xxxxxxx Name: Xxxxx X. Xxxx
Title: Vice President, General Counsel Title: Senior Vice President,
and Corporate Secretary Finance & Administration
Attest: American Stock Transfer & Trust
Company
/s/ XXXXX XXXXXX By: /s/ XXXXXXX X. XXXXXX
------------------------------------- --------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx
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Title: Assistant Secretary Title: Vice President
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