Exhibit 6
Amendment No. 3 to the Rights Agreement
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This Amendment, dated as of October 10, 1996, amends the Common Stock
Rights Agreement dated as of September 30, 1990, as amended by the First
Amendment thereto dated as of March 22, 1993 and the Second Amendment thereto
dated as of December 21, 1993 (the "Rights Agreement"), between Xxxxx Equity,
Inc., a Florida corporation (the "Company"), and First Union National Bank of
North Carolina, as successor Rights Agent (the "Rights Agent"). Terms defined in
the Rights Agreement and not otherwise defined herein are used herein as so
defined.
W I T N E S S E T H:
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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
Rights Agreement as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(v) is amended by adding to the end thereof the
following:
"; and collectively (x) AP-KEI Holdings, LLC, a Delaware
limited liability company ("Apollo"), and its Affiliates (as that term
is defined in the Stock Purchase Agreement dated as of October 10, 1996
between the Company and Apollo (the "Stock Purchase Agreement")), only
so long as neither Apollo nor any of its Affiliates (as defined in the
Stock Purchase Agreement) is the Beneficial Owner (as defined in the
Stock Purchase Agreement) of any Prohibited Security (as defined in the
Stock Purchase Agreement) and (y) any person who is an Affiliate of
Apollo to the extent that
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such Affiliate would be an Acquiring Person as a result of Beneficially
Owning any Permitted Securities (as defined in the Stock Purchase
Agreement)."
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to the Rights Agreement to be duly executed as of the day and year first above
written.
XXXXX EQUITY, INC.
By: s/Xxxxxx X. Xxxxxx, Xx.
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Title: Chairman of the Board
Attest:
By: s/W. Xxxxxxxx Xxxxxxx
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Secretary
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By: Xxxxxxx X. Xxxxx
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Title: Vice President
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