EXHIBIT 4.3
SECOND AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT NO. 2 dated as of October 6, 1999, to the Rights Agreement dated
as of October 6, 1989, as amended by Amendment No. 1 thereto dated October 4,
1990, between Xxxxxx Industries, Inc. a Texas corporation (the "Company"), and
The Bank of New York, as successor Rights Agent (the "Rights Agent").
WHEREAS, the Company and Team Bank, the predecessor rights agent, entered
into the Rights Agreement dated as of October 6, 1989 (the "Rights Agreement");
WHEREAS, The Bank of New York has been appointed successor Rights Agent by
the Company;
WHEREAS, the Company and the Rights Agent entered into Amendment No. 1 to
the Rights Agreement dated as of October 4, 1990; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent deem it desirable to amend the Rights Agreement further as set
forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and in the Rights Agreement, the parties hereto hereby agree as
follows:
1. The capitalized terms used but not defined herein shall have the
meanings assigned to them in the Rights Agreement.
2. Section 7(a) of the Rights Agreement is hereby amended and restated
in its entirety to read as follows:
"(a) The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the
Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the principal
office of the Rights Agent in New York, New York, together
with payment of the Purchase Price for each Common Share (or
other securities or property, as the case may be) as to
which the Rights are exercised, at or prior to the earliest
of (i) the close of business on October 6, 2004 (the "Final
Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the "Redemption
Date") or (iii) the time at which such Rights are exchanged
(the "Exchange Date") as provided in Section 24 hereof."
3. Except as expressly amended hereby, the Rights Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
the Rights Agreement to be duly executed as of the day and year first above
written.
XXXXXX INDUSTRIES, INC.
By:
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
THE BANK OF NEW YORK
By:
Name: Xxxxx X. Xxxxxx
Title: Vice President
