EXHIBIT 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of September
9, 1999, between GRAND PREMIER FINANCIAL, INC., a Delaware corporation
(the "Company"), and GRAND PREMIER TRUST AND INVESTMENT, INC., N.A.,
as successor to PREMIER TRUST SERVICES, INC. (the "Rights Agent"),
amending the Rights Agreement, dated as of July 8, 1996, between the
Company and the Rights Agent (the "Rights Agreement").
W I T N E S S E T H
WHEREAS, the Board of Directors of the Company has approved
an Agreement and Plan of Merger (the "Merger Agreement") by and among
the Company, Old Kent Financial Corporation, a Michigan corporation
("Old Kent"), and Grand Premier Acquisition Corporation, a Michigan
corporation and a wholly owned subsidiary of Old Kent ("MergerSub"),
providing for the affiliation of the Company with Old Kent through the
merger of the Company with and into MergerSub (the "Merger");
WHEREAS, the Board of Directors of the Company has
determined that the Merger is fair to and in the best interests of the
Company and its stockholders;
WHEREAS, the willingness of Old Kent and MergerSub to enter
into the Merger Agreement is conditioned on, among other things, the
amendment of the Rights Agreement on the terms set forth herein; and
WHEREAS, Section 27 of the Rights Agreement provides that,
among other things, the Company may, and the Rights Agent shall if the
Company so directs, supplement or amend any provision of the Rights
Agreement without the approval of any holders of the Rights;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
1. Section 1 of the Rights Agreement is hereby amended by
adding the following definitions thereto:
"Affiliate Agreements" shall mean the agreements
entered into pursuant to Section 5.7 of the Merger Agreement
between Old Kent and each director and executive officer of
the Company and each other person who is an "affiliate" (for
purposes of (a) Rule 145 under the Securities Act (as such
term is hereinafter defined) and (b) qualifying the Merger
for pooling-of-interests accounting treatment) of the
Company, as the same may be amended by the terms thereof.
"MergerSub" shall mean Grand Premier Acquisition
Corporation, a Michigan corporation and a wholly owned
subsidiary of Old Kent.
"Merger" shall mean the merger of the Company with and
into MergerSub as contemplated by the Merger Agreement.
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"Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of September 9, 1999, by and among Old
Kent, MergerSub and the Company, as the same may be amended
in accordance with the terms thereof.
"Old Kent" shall mean Old Kent Financial Corporation, a
Michigan corporation.
"Option" shall mean the stock option granted to Old Kent by
the Company pursuant to the Stock Option Agreement.
"Stock Option Agreement" shall mean the Stock Option
Agreement, dated as of September 9, 1999, by and between Old
Kent and the Company, as the same may be amended in accordance
with the terms thereof.
"Voting Agreement" shall mean the Voting Agreement
dated as of September 9, 1999, by and between Old Kent, on
the one hand, and Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxx,
Xxxxxx X. XxXxx, Northland Insurance Agency, Inc., Keeco,
Inc., and Municipal Insurance Company, on the other, as the
same may be amended by the terms thereof.
The subsections of Section 1 of the Rights Agreement shall be
relettered to take into account and properly reference in alphabetical
order the additions set forth above.
2. Section 1(a) of the Rights Agreement (before the
relettering contemplated by this Amendment) is hereby amended by
adding to the end thereof the following:
"Notwithstanding anything to the contrary contained
herein, neither Old Kent nor MergerSub shall be or become an
"Acquiring Person" (and no Stock Acquisition Date shall
occur) as a result of (i) the announcement of the Merger or
grant of the Option, or (ii) the execution of the Merger
Agreement, the Stock Option Agreement, the Affiliate
Agreements or the Voting Agreement (or any amendments
thereto in accordance with the terms thereof) or the grant
or exercise of the Option or the consummation of the
transactions contemplated by the Stock Option Agreement, the
Merger Agreement (including, without limitation, the
Merger), the Affiliate Agreements or the Voting Agreement."
3. Section 3(a) of the Rights Agreement is hereby amended
by adding to the end thereof the following:
"Notwithstanding anything to the contrary contained
herein, no Distribution Date shall occur as a result of
(i) the announcement of the Merger or grant of the Option,
or (ii) the execution of the Merger Agreement, the Stock
Option Agreement, the Affiliate Agreements or the Voting
Agreement (or any amendments thereto in accordance with the
terms thereof) or the grant or exercise of the Option or the
consummation of the transactions contemplated by the Stock
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Option Agreement, the Merger Agreement (including, without
limitation, the Merger), the Affiliate Agreements or the
Voting Agreement, and no Distribution Date will, in any
event, occur prior to the earlier of the Effective Time (as
defined in the Merger Agreement) or the termination of the
Merger Agreement."
4. Section 7(a) of the Rights Agreement is hereby amended
in its entirety to read as follows:
"(a) Subject to Section 7(e) hereof, 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 aggregate
Purchase Price with respect to the total number of one one-
hundredths of a share of Preferred Stock (or, following the
occurrence of a Section 11(a)(ii) Event or a Section 13(a)
Event, Common Stock and/or other securities or property) as
to which the Rights are exercised, at or prior to the Close
of Business on the earliest of (i) at 5:00 p.m., Chicago,
Illinois time on June 30, 2006 (the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed
pursuant to Section 23 hereof, (iii) the time at which a
transaction pursuant to Section 13(g) hereof is consummated,
(iv) immediately prior to the Effective Time (as defined in
the Merger Agreement) (the earliest of such herein referred
to as the "Expiration Date") or (v) the time at which such
Rights are exchanged pursuant to Section 24 hereof."
5. Section 11 of the Rights Agreement is hereby amended by
adding to the end thereof the following:
"(q) Notwithstanding anything to the contrary contained
herein, the provisions of this Section 11 will not apply to
or be triggered by (i) the announcement of the Merger or
grant of the Option, or (ii) the execution of the Merger
Agreement, the Stock Option Agreement, the Affiliate
Agreements or the Voting Agreement (or any amendments
thereto in accordance with the terms thereof) or the grant
or exercise of the Option in accordance with its terms or
the consummation of the transactions contemplated by the
Stock Option Agreement, the Merger Agreement (including,
without limitation, the Merger), the Affiliate Agreements or
the Voting Agreement."
6. Section 13 of the Rights Agreement is hereby amended by
adding to the end thereof the following:
"(h) Notwithstanding anything to the contrary contained
herein, the provisions of this Section 13 will not apply to
or be triggered by the execution of the Merger Agreement,
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Stock Option Agreement, the Affiliate Agreements or the
Voting Agreement (or any amendments thereto in accordance
with the terms thereof) or the grant or exercise of the
Option or the consummation of the transactions contemplated
by the Stock Option Agreement, the Merger Agreement
(including, without limitation, the Merger), the Affiliate
Agreements or the Voting Agreement."
7. The Rights Agent shall not be liable for or by reason
of any of the statements of fact or recitals contained in this
Amendment No. 1.
8. The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended by this
Amendment No. 1.
9. Except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected
hereby.
10. This Amendment No. 1 shall be effective as of, and
immediately prior to, the execution and delivery of the Merger
Agreement.
11. This Amendment No.1 shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes
will 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.
12. Exhibits B and C to the Rights Agreement shall be
deemed amended in a manner consistent with this Amendment No. 1.
13. This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed, all as of the day and year first
above written.
GRAND PREMIER FINANCIAL, INC.
By /s/ Xxxxxxx X. Xxxxx
-----------------------------
Its Chairman and CEO
------------------------
GRAND PREMIER TRUST AND
INVESTMENT, INC., N.A., as successor
to PREMIER TRUST SERVICES, INC.,
as Rights Agent
By /s/ Xxxxx X. Xxxxxx
-----------------------------------
Its Senior Executive Vice
President and
Chief Financial Officer
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