EXHIBIT 2
Third Amendment
To
Rights Agreement
US FACILITIES CORPORATION
This Third Amendment to Rights Agreement (the "Third Amendment") is
made and entered into as of September 28, 1995, by and between US Facilities
Corporation, a Delaware corporation (the "Company"), and Chemical Mellon
Shareholder Services (the "Rights Agent") for the purpose of making a third
amendment to that certain Rights Agreement dated as of May 24, 1990 between the
Company and the Rights Agent, as amended (the "Rights Agreement").
1. Authority for Amendment.
(a) This Third Amendment is made and entered into pursuant to Section
27 of the Rights Agreement.
(b) By action taken on September 27, 1995, the Independent Directors of
the Company, consisting of Xxxx X. Xxxxxxx, Xxxxxxxx X. XxXxxx, Xxxx X. Xxxxxx,
Xxxxxxx X. Xxxx, Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx, directed the Company
and the Rights Agent to amend the Rights Agreement to change the Exercise Price
of each Right, as set forth in Section 7(c) thereof, from $40.00 to $70.00 and
to change the Redemption Price of each Right, as set forth in Section 23(a)
thereof, from $.01 to $.001, because the Independent Directors deem it to be in
the best interests of the Company and its stockholders to increase the Exercise
Price and decrease the Redemption Price.
(c) Pursuant to the terms of Section 19 of the Rights Agreement
relating to a merger or change of name of the Rights Agent, the Rights Agent is
hereafter designated as Chemical Mellon Shareholder Services, whose address is
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000.
2. The Amendment.
(a) The first sentence of Section 7(c) of the Rights Agreement is
hereby changed to read in its entirety as follows:
"(c) The Exercise Price for the exercise of each Right shall be
Seventy Dollars ($70.00) and shall be payable in lawful money of
the United States of America in accordance with Section 7(f)
hereof."
(b) A corresponding change from $40.00 to $70.00 is hereby made as the
Exercise Price of each Right in Exhibits A and B to the Rights Agreement.
(c) Section 23(a) of the Rights Agreement is hereby changed to read in
its entirety as follows:
"(a) Until the earliest of (i) the date of the first
Section 11(a)(ii) Event, (ii) the date of the first Section 13(a)
Event or (iii) the Expiration Date, a majority but not less than
three, of the Independent Directors may, at their option, direct
the Company to redeem all, but not less than all, of the then
outstanding Rights at a redemption price of $.001 per Right, as
such redemption price shall be appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring
after the date hereof (the "Redemption Price"), and the
Company shall so redeem the Rights."
(d) A corresponding change from $.01 to $.001 is hereby made as the
Redemption Price of each Right in Exhibits A and B to the Rights Agreement.
(e) Section 26 of the Rights Agreement is hereby changed to read in its
entirety as follows:
"Section 26. Notices. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of
any Right Certificate to or on the Company shall be sufficiently given
or made if sent by first-class mail, postage prepaid, addressed (until
another address is filed in writing with the Rights Agent) as follows:
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US Facilities Corporation
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxx, Esq.
Subject to the provisions of Section 21 hereof, any notice or demand
authorized by this Agreement to be given or made by the Company or by
the holder of any Right Certificate to or on the Rights Agent shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing with the
Company) to the principal office of the Rights Agent as follows:
Chemical Mellon Shareholder Services
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx
Notices or demands authorized by this Agreement to be given or made by
the Company or the Rights Agent to the holder of any Right Certificate
shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed to such holder at the address of such holder
as shown on the registry books of the Company."
(f) A corresponding change of the name and address of the Rights Agent
is hereby made in Exhibits A and B to the Rights Agreement.
3. Miscellaneous.
(a) All other references in the Rights Agreement to "$40.00" are hereby
amended to "$70.00".
(b) All other references in the Rights Agreement to a Redemption Price
of "$.01" are hereby amended to "$.001."
(c) All other references in the Rights Agreement to "Security Pacific
National Bank, as Rights Agent" are hereby amended to "Chemical Mellon
Shareholder Services," and all other references to the address of the aforenoted
Rights Agent as "701 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000" are
hereby amended to "300 South Grand Avenue, 4th Floor, Los Angeles, California
90071-3113."
(d) The capitalized terms used and not otherwise defined in this Third
Amendment shall have the meanings as set forth in the Rights Agreement.
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(e) From and after the date hereof, each reference in the Rights
Agreement to "this Agreement," "hereof," "hereunder" or words of like import and
all references to the Rights Agreement in any and all agreements, instruments,
documents, notes, certificates and other writings of every kind and nature shall
be deemed to mean the Rights Agreement as previously amended and as further
modified and amended by this Third Amendment.
(f) Other than as set forth in this Third Amendment, the Rights
Agreement, as in effect immediately prior to the effective date hereof, remains
in full force and effect without change.
In Witness Whereof, the parties hereto have caused this Third Amendment
to be duly executed as of the day and year first above written.
ATTEST: US Facilities Corporation
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxx Xxxxx
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Xxxx X. Xxxxxxx, Senior Vice Xxxx Xxxxx, Senior Vice President
President and Secretary and Chief Financial Officer
ATTEST: Chemical Mellon Shareholder Services
By /s/ X. Xxxxxxxx By /s/ X.X. Xxxxxxx
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Print Name X. Xxxxxxxx Print Name X.X. Xxxxxxx
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Title Vice President Title Assistant Vice President
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