AMENDMENT NO. 1 TO RIGHTS AGREEMENT BETWEEN EXCAL ENTERPRISES,
INC. AND REGISTRAR AND TRANSFER COMPANY DATED AS OF APRIL 18, 1994
Pursuant to Section 27 of the Rights Agreement (the "Agreement")
dated as of April 18, 1994 between Excal Enterprises, Inc., a
Delaware corporation, formerly known as Assix International, Inc.
(the "Company") and Registrar and Transfer Company, as Rights
Agent, the Agreement is hereby amended as follows:
1. The first sentence of Section 1(a) of the Agreement is
hereby amended in its entirety to read as follows:
"Acquiring Person" shall mean any Person (as
hereinafter defined) who or which, together
with all Affiliates (as hereinafter defined)
and Associates (as hereinafter defined) of
such Person, shall be the Beneficial Owner
(as hereinafter defined) of 15% or more of
the outstanding Common Stock, provided that
an Acquiring Person shall not include an
Exempt Person (as hereinafter defined), and
further provided that any Person who,
together with all Affiliates and Associates
of such Person, is the Beneficial Owner of
15% or more of the outstanding Common Stock
on the date of this Agreement, shall not be
an Acquiring Person unless and until such
person, together with all Affiliates and
Associates of such Person, shall become the
Beneficial Owner of any additional shares of
Common Stock other than pursuant to a
dividend or distribution paid or made pro
rata to all holders of Common Stock or
pursuant to the award of any equity-based
compensation for services rendered as an
employee or director of the Company,
including the grant or exercise of stock
options or warrants.
2. All other provisions of the Agreement shall remain in full
force and effect.
3. This amendment shall be deemed a contract made under the
laws of the State of Delaware and shall be governed by and
construed in accordance with the laws of such state. This
amendment may be executed in one or more counterparts.
EXCAL ENTERPRISES, INC. REGISTRAR AND TRANSFER COMPANY
By: By:
