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EXHIBIT 99.2
AMENDMENT NO. 1 TO
SECOND AMENDED RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO SECOND AMENDED RIGHTS AGREEMENT (this
"Amendment"), dated as of June 13, 2000, is made and entered into by and between
Xxxx'x International, Inc. a Delaware corporation (the "Company"), and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").
R E C I T A L S
A. The Company and the Rights Agent are parties to that certain Second
Amended Rights Agreement, dated as of October 22, 1998 (the "Original Rights
Agreement").
B. The Company desires to amend the Original Rights Agreement as set
forth herein, and has directed that the Rights Agent enter into this Amendment
of the Original Rights Agreement pursuant to, and in accordance with, the
requirements of Section 26 of the Original Rights Agreement.
NOW, THEREFORE, in consideration of the above premises and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. The Company and the Rights Agent hereby amend the definition of
"Acquiring Person" as set forth in Section 1(a) of the Original Rights Agreement
to add a new clause (iv) to immediately follow the existing clause (iii) of the
definition set forth in the Original Rights Agreement, and which shall read as
follows:
"or, (iv) Xxxxxx-Xxxxxxxx Corporation, or Affiliates or Associates of
Xxxxxx-Xxxxxxxx Corporation, with respect to the consummation of the
transactions contemplated by and effected pursuant to that certain Agreement and
Plan of Merger, dated the date hereof (the "Merger Agreement"), among the
Company, Xxxxxx-Xxxxxxxx Corporation, and a wholly owned subsidiary of
Xxxxxx-Xxxxxxxx Corporation (this clause (iv) shall be of no further force and
effect in the event that such Agreement and Plan of Merger is terminated)."
2. Except as expressly amended herein, all terms and provisions of the
Original Rights Agreement shall remain in full force and effect.
3. This Amendment may be executed in one or more counterparts and by
different parties in separate counterparts. All of such counterparts shall
constitute one and the same agreement and shall become effective when one or
more counterparts have been signed by each party and delivered to the other
parties.
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4. This Amendment shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
5. This Amendment shall be effective as of, and immediately prior to,
the execution and delivery of the Merger Agreement, and all references to the
Rights Agreement shall, from and after such time, be deemed to be references to
the Rights Agreement as amended hereby.
6. The Company shall promptly notify the Rights Agent of any
termination of the Merger Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first written above.
"THE COMPANY"
XXXX'X INTERNATIONAL, INC.
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President - Corporate Affairs and
General Counsel
"RIGHTS AGENT"
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President
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