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EXHIBIT 10.1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment, dated as of September 26, 1996, by and between JP
Foodservice, Inc., a Delaware corporation (the "Company"), and The Bank of New
York, as rights agent (the "Rights Agent"), amends that certain Rights
Agreement, dated as of February 19, 1996 (as heretofore amended, the "Rights
Agreement"), between the Company and the Rights Agent.
RECITALS
WHEREAS, the Board of Directors of the Company has determined it to be
in the best interests of the Company and its stockholders that certain
institutional investors be permitted to hold in excess of 10%, but in no case
more than 15%, of the outstanding shares of common stock of the Company (the
"Common Stock"); and
WHEREAS, under the Rights Agreement, an institutional investor
acquiring in excess of 10% of the outstanding shares of the Common Stock could
suffer certain adverse consequences provided for therein;
WHEREAS, the Board of Directors has determined it to be in the best
interests of the Company and its stockholders that the Rights Agreement be
amended, in accordance with its terms, to permit certain institutional
investors to acquire in excess of 10%, but in no event in excess of 15%, of the
outstanding shares of the Common Stock;
NOW, THEREFORE, the parties hereto agree to amend the Rights Agreement
as follows:
1. Section 1(a) is hereby amended by adding to the end thereof the
following sentence:
"With respect to any Person that is a 13G Eligible Person, each
reference to "10%" in this paragraph (a) shall deemed to be a
reference to "15%."
2. Section 1 is hereby supplemented by adding a new paragraph (r)
thereto as follows:
"(r) "13G Eligible Person" shall mean any Person who is
eligible to report its beneficial ownership of (or will or would be
eligible upon acquisition of) equity securities of the Company
(including Common Shares) on Schedule 13G under the Exchange Act and,
without limiting the foregoing, with respect to whom clause (i) of
paragraph (b)(1) of Rule 13d-1 under the Exchange Act is true and
correct."
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3. Section 3(a) is hereby amended by adding immediately after the
phrase "Common Shares aggregating 10%" therein the following parenthetical:
"(or 15%, in the case of a 13G Eligible Person)"
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed as of the date first written above.
JP FOODSERVICE, INC.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Senior Vice President and
General Counsel
THE BANK OF NEW YORK
By: /s/ XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
Title: Vice President
