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Exhibit 4.2
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THE XXXXX-XXXXXXX STORES CORP.
0000 Xx-Xxx Xxxx
Xxxxxx, Xxxx 00000
November 11, 0000
Xxxxxxx Xxxx Xxxxxxxxx, N.A.
c/o Norwest Shareowner Services
000 Xxxxx Xxxxxxx Xxxxxxxx
Xxxxx Xx. Xxxx, Xxxxxxxxx 00000
Re: Amendment No. 1 to the Rights Agreement
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Ladies and Gentlemen:
Pursuant to and in accordance with Section 27 of the Rights
Agreement (the "Rights Agreement"), dated as of December 30, 1997, by and
between The Xxxxx-Xxxxxxx Stores Corp. (the "Company") and Norwest Bank
Minnesota, N.A., as rights agent, the Company, by resolution adopted by its
Directors, hereby amends the Rights Agreement as follows:
1. Section 1(j) of the Rights Agreement is hereby amended to read in
its entirety as follows:
"Final Expiration Date" means the tenth anniversary of the Record
Date.
2. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment No. 1 to the Rights Agreement, but shall
remain in full force and effect.
3. Capitalized terms used without other definition in this Amendment
No. 1 to the Rights Agreement shall be used as defined in the Rights Agreement.
4. This Amendment No. 1 to the Rights Agreement will be deemed to be
a contract made under the internal substantive laws of the State of Ohio and for
all purposes will be governed by and construed in accordance with the internal
substantive laws of such State applicable to contracts to be made and performed
entirely within such State.
5. This Amendment No. 1 to the Rights Agreement may be executed in
any number of counterparts and each of such counterparts will for all purposes
be deemed to be an original, and all such counterparts will together constitute
but one and the same instrument.
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Norwest Bank Minnesota, N.A.
November 11, 1998
Page 2
6. Exhibits B and C to the Rights Agreement shall be deemed amended
in a manner consistent with this Amendment No. 1 to the Rights Agreement.
Very truly yours,
THE XXXXX-XXXXXXX STORES CORP.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Senior Vice President,
General Counsel and
Secretary
Accepted and agreed to as of the
effective time specified above:
NORWEST BANK MINNESOTA, N.A.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President
