EXHIBIT 8
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT (the "Amendment"), between X. Xxxxxxxxx'x Corporation, a
Tennessee corporation (the "Company"), and SunTrust Bank, Atlanta (the "Rights
Agent").
W I T N E S S E T H :
WHEREAS, on May 16, 1989, the Company entered into that Certain Rights
Agreement between the Company and the Rights Agent (the "Rights Agreement");
WHEREAS, the Board of Directors of the Company declared a distribution
of one Right for each outstanding share of Common Stock issued (including shares
distributed from Treasury) by the Company thereafter as well as each share of
Common Stock issued by the Company prior to the Distribution Date (as defined in
Section 3(a) of the Rights Agreement);
WHEREAS, the Rights Agreement was previously amended by the Amendments
to Rights Agreement effective February 22, 1999, the Amendment to Rights
Agreement effective March 22, 1999 and the Amendment to Rights Agreement
effective May 6, 1999;
WHEREAS, the Board of Directors of the Company has determined that it
is in the best interest of the Company and its shareholders to further amend the
Rights Agreement as set forth in this Amendment;
WHEREAS, pursuant to Section 26, the Company and the Rights Agent, at
the direction of the Company's Board of Directors, may supplement or amend any
provision of the Rights Agreement without the approval of any holders of
certificates representing shares of the Company's Common Stock since the
Distribution Date has not yet occurred;
WHEREAS, terms used in this Amendment that are defined in the Rights
Agreement are used with the meanings ascribed to them in the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Amendment. Effective as of the date of this Amendment, the Rights
Agreement shall be amended as follows:
Section 7(a), as amended, which sets out the definition of "Final
Expiration Date," is amended to delete the phrase "May 16, 2004" and to
substitute therefor the phrase "May 16, 2009."
2. Effective Date. The Amendment shall become effective as of the date
hereof upon its execution and delivery by each of the parties.
3. Rights Agreement. Except as set forth in Section 1 above, the Rights
Agreement shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute a single instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their duly authorized officers or agents all as of the
date first above written.
X. XXXXXXXXX'X CORPORATION
By: /s/ Xxxxxx X. Xxxxx XX
----------------------------------------
Name: Xxxxxx X. Xxxxx XX
Title: Chairman, President and CEO
Date: May 14, 2004
---------------------------
SUNTRUST BANK, ATLANTA
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxx
---------------------------------
Title: Vice President
--------------------------------
Date: May 14, 2004
---------------------------
2
