1
EXHIBIT 4(L)
SIXTH AMENDMENT TO XXXXX EQUITY, INC.
COMMON STOCK RIGHTS AGREEMENT
DATED AS OF AUGUST 17, 2000
This Sixth Amendment to the Common Stock Rights Agreement dated as of
August 17, 2000 (the "Amendment"), is between Xxxxx Equity, Inc., a Florida
corporation (the "Company") and Xxxxx Fargo Bank Minnesota, N. A., formerly
Norwest Bank Minnesota, a National Association (the "Rights Agent"), and amends
the Common Stock Rights Agreement dated as of September 30, 1990 (the "Rights
Agreement" and as amended and in effect on the date hereof, prior to giving
effect to the Amendment, the "Amended Rights Agreement"). Unless otherwise
defined herein, capitalized terms in the Amendment shall have the same meaning
as those contained in the Rights Agreement.
WITNESSETH:
WHEREAS, on September 30, 1990, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, shares of the Company's Common Stock; and
WHEREAS, on September 30, 1990, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for every share of
Common Stock of the Company outstanding on the Dividend Record Date and
authorized the issuance of one Right (subject to certain adjustments) for each
share of Common Stock of the Company issued between the Dividend Record Date and
the Distribution Date; and
WHEREAS, the Distribution Date has not occurred; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Continuing
Directors have unanimously approved an amendment of certain provisions of the
Amended Rights Agreement as set forth below;
NOW, THEREFORE, in consideration of the premises, the mutual promises
herein set forth and other good and valid consideration the sufficiency hereof
and thereof being hereby acknowledged, the parties hereto hereby agree as
follows:
10
2
1. The Amended Rights Agreement is hereby amended as follows:
(a) In Section 3(c), the reference in the legend
contained therein to Norwest, as Rights Agent under the
Amended Rights Agreement, is hereby deleted and substituted
therefore is Xxxxx Fargo, as the Rights Agent under the
Amended Rights Agreement.
(b) In Section 26 concerning the notice to the Rights
Agent, the reference to Norwest is hereby deleted, and
substituted therefore is the following:
Mailing Address: Street (or Courier) Address
-------------------------------- ----------------------------
Xxxxx Fargo Bank Minnesota, X. X. Xxxxx Fargo Bank Minnesota, N. A.
Shareowner Services Shareowner Services
P. O. Box 64854 000 Xxxxx Xxxxxxx Xxxxxxxx
Xx. Xxxx, XX 00000-0000 Xxxxx Xx. Xxxx, XX 00000
(c) In the Form of Rights Certificate which is Exhibit A
to the Amended Rights Agreement, the references to Norwest as
the Rights Agent and as the Counter-signatory are hereby
deleted and substituted therefore is Xxxxx Fargo.
2. Section 7(a) of the Rights Agreement is hereby amended to
change the "Expiration Date" from September 30, 2000, to September 30,
2010.
3. Exhibit A to the Rights Agreement, the "Form of Rights
Certificate," is hereby amended by deleting the references contained
therein to the Expiration Date of September 30, 2000, and inserting in
its place the Expiration Date of September 30, 2010.
4. Exhibit B to the Rights Agreement, "Xxxxx Equity, Inc. Summary
of Common Stock Purchase Rights," is hereby amended by deleting the
Expiration Date of September 30, 2000, contained in the second
paragraph of that Exhibit and inserting in its place the Expiration
Date of September 30, 2010.
11
3
5. Except for the amendments set forth in paragraphs 1, 2, 3 and
4 of this Agreement, all of the provisions, covenants, rights and
obligations contained in the Amended Rights Agreement shall continue in
full force and effect and be binding upon the parties hereto the same
as though they were contained in this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and set their respective hands and seals
all as of the date and year first above written.
XXXXX EQUITY, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Its Chief Financial Officer
Attest:
By: /s/ Xxxx X. XxXxxx
---------------------------------
Title: Assistant Vice President
XXXXX FARGO BANK MINNESOTA, N.A.
As Rights Agent
By: /s/ Xxxxx Xxxxxxxxx
---------------------------------
Its Vice President
Attest:
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Title: Assistant Vice President
12
