Exhibit 4.5
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This Amendment No. 3 to Rights Agreement ("Amendment)
is made and entered into as of this 11th day of February,
1998, by and between Xxxxxxxx Xxxxxx, Inc., an Indiana
corporation (the "Company"), and Xxxxxx Trust and Savings
Bank, as successor Rights Agent to Bank One, Indianapolis,
N.A. (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties
to that certain Rights Agreement dated as of April 21, 1998,
as amended (the "Rights Agreement"); and
WHEREAS, the Company and the Rights Agent desire to
further amend the Rights agreement;
NOW THEREFORE, in consideration of the premises, the
parties hereby agree as follows:
1. Section 1, paragraph P., of the Rights Agreement is
hereby amended to read in its entirety as follows:
P. "Expiration Date" shall mean the Close of Business on
April 15, 2008.
2. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
3. The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended
hereby.
4.
In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is
hereby ratified, adopted, approved and confirmed. In
executing and delivering this Agreement, the Rights
Agent shall be entitled to all privileges and
immunities afforded to the Rights Agent under the terms
and conditions of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed, all as of the day and
year first above written.
XXXXXXXX XXXXXX, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: President & CEO
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XXXXXX TRUST AND SAVINGS BANK, as
successor Rights Agent to Bank One,
Indianapolis, N.A.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Trust Officer
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CERTIFICATE
The undersigned, the Secretary of Xxxxxxxx Xxxxxx,
Inc., an Indiana corporation (the "Corporation"),
hereby certifies to Xxxxxx Trust and Savings Bank, as
successor Rights Agent to Bank One, Indianapolis, N.A.
(the "Rights Agent"), as follows:
1. Amendment No. 3 to Rights Agreement, a copy of which is
attached hereto as Exhibit A (the "Amendment"), was approved
and adopted by the Board of Directors of the Corporation at
a meeting held on January 22, 1998.
2. The Amendment is in compliance with the provisions of
Section 27 of the Rights Agreement dated April 21, 1988, as
amended, between the Corporation and the Rights Agent.
IN WITNESS WEREOF, the undersigned has executed this
Certificate this 11th day of February, 1998.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Secretary
