EXHIBIT 5
AMENDMENT TO STANDSTILL AGREEMENT
This Amendment to Standstill Agreement, dated March 2, 1998
is between Xxxxxx Co., a Delaware corporation ("Xxxxxx"), and The
Black & Xxxxxx Corporation, a Maryland corporation ("Black & Xxxxxx").
WHEREAS, Xxxxxx and Black & Xxxxxx are parties to a
Standstill Agreement dated as of September 24, 1991 (the "Standstill
Agreement"); and
WHEREAS, Xxxxxx and Black & Xxxxxx desire to amend certain
provisions of the Standstill Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements set forth herein and for other good
and valuable consideration a receipt of which is hereby acknowledged,
the parties, intending to be legally bound hereby, agree as follows:
A. A new paragraph (c) is hereby added to Section 2.04
"Restrictions on Transfer" to read as follows:
(c) Xxxxxx, its affiliates and its associates may
Sell any or all Voting Securities to a nationally
recognized investment banking firm which agrees in
writing in a form reasonably acceptable to and for the
express benefit of both Xxxxxx and Black & Xxxxxx, to
resell as soon as reasonably practicable all of the
Voting Securities that it purchases from Xxxxxx, its
affiliates or associates in one or more transactions,
provided that the amount of Voting Securities sold to
any single person or, to the knowledge of the
investment banking firm, group shall not exceed 2% of
the then outstanding shares of Black & Xxxxxx Common
Stock (assuming the exercise, conversion or exchange of
all Voting Securities other than Common Stock);
provided, however, that such investment banking firm
shall not resell any such Black & Xxxxxx Voting
Securities to a person or entity that is not a pension
fund advisor, mutual fund, insurance company, bank
trust department, money manager or individual investor;
provided further, however, that notwithstanding the
foregoing, resales may be made (i) as required by New
York Stock Exchange Rule 393 (supplementary paragraph
.13 or .18), (ii) as otherwise expressly approved by
the Chief Financial Officer or General Counsel of Black
& Xxxxxx or (iii) if after using reasonable commercial
efforts the investment banking firm has not resold all
of the Voting Securities in accordance with the
foregoing restrictions, any remaining Voting Securities
may be resold on the New York Stock Exchange in the
ordinary course of business.
B. Except as expressly herein amended, the Standstill
Agreement shall continue in full force and effect.
11
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to Standstill Agreement to be executed as of the date first
referred to above.
THE BLACK & XXXXXX CORPORATION
By: Xxxxxxx X. Xxxxxx
---------------------------------
Senior Vice President and General
Counsel
XXXXXX CO.
By: X.X. Xxxxxxxxx
---------------------------------
X.X. Xxxxxxxxx
Vice President - Treasurer
