Exhibit 4.14
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement dated as of March 4, 1997 (the
"Amendment"), by and between Xxxxxxx Companies, Inc., an Oklahoma corporation
(the "Company") and Liberty Bank and Trust Company of Oklahoma City, N.A. (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent entered into that certain Rights
Agreement dated as of February 27, 1996 and effective as of the close of
business on July 6, 1996 (the "Rights Agreement"); and
WHEREAS, the purpose of this Amendment is to accelerate the Final Expiration
Date of the Rights Agreement from close of business on July 5, 2006 to close of
business on April 30, 1997; and
WHEREAS, the Company and the Rights Agent mutually desire to amend the Rights
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth herein, the Company and the Rights Agent hereby amend the
Rights Agreement as follows:
1. The Amendment. Section 7(a) of the Rights Agreement is amended in its
entirety as follows:
"Section 7 Exercise of Rights; Purchase Price; Expiration Date of Rights.
(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, together with payment of the Purchase Price for each one
one-hundredth of a Preferred Share as to which the Rights are exercised, at
or prior to the earliest of (i) the close of business on April 30, 1997 (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 as provided in Section 24 hereof."
2. The Agreement. The term "Agreement", as used in the Rights Agreement and in
this Amendment shall hereafter mean the Rights Agreement as amended by this
Amendment. The Rights Agreement, as amended hereby, shall continue in full
force and effect in accordance with the terms thereof.
3. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Oklahoma.
4. Counterparts. This Amendment may be executed in one or more counterparts,
all of which shall be considered one and the same instrument, and shall become
effective when one or more of the counterparts have been signed by each of the
parties and delivered to the other parties.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
on the date first above written.
XXXXXXX COMPANIES, INC.
Attest:
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Senior Xxxxxx X. Xxxxxx, Chairman
Vice President, General and Chief Executive Officer
Counsel and Secretary
LIBERTY BANK AND TRUST COMPANY
OF OKLAHOMA CITY, N.A.
Attest:
By By /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Assistant Secretary Senior Vice President
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