EXHIBIT 4.3
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT TO RIGHTS AGREEMENT ("Amendment") dated as of July 31, 1997,
between XxXxxxxxx International, Inc., a Panama corporation (the "Company"), and
First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"),
W I T N E S S E T H
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WHEREAS, on December 5, 1995 the Board of Directors of the Company
authorized and declared a dividend of one preferred stock purchase right (a
"Right") for each share of Common Stock outstanding at the close of business on
January 2, 1996 (the "Record Date") and authorized the issuance of one Right in
respect of each share of Common Stock issued after the Record Date, each Right
representing the right to purchase one one-hundredth of a share of Preferred
Stock pursuant and subject to the terms and provisions of a Rights Agreement,
dated as of December 5, 1995 (the "Rights Agreement") between the Company and
the Rights Agent; and
WHEREAS, on June 6, 1997, the Company's Board of Directors authorized the
reduction of the term of the Rights Agreement by 5 years;
NOW, THEREFORE, the parties hereto agree as follows:
1. The definition of "Final Expiration Date" as set forth in Section 1 of
the Rights Agreement is amended to restate in its entirety as follows:
"Final Expiration Date" means the close of business on January 2,
2001.
2. To the extent not expressly amended or modified hereby, the Rights
Agreement shall remain in full force and effect.
3. This Amendment, the Rights Agreement, each Right and each Right
Certificate issued under the Rights Agreement shall be deemed to be a contract
made under the laws of the Republic of Panama and for all purposes shall be
governed by and construed in accordance with the laws of such Republic
applicable to contracts to be made and performed entirely within such Republic,
except that the rights and obligations of the Rights Agent shall be governed by
the law of the State of New York.
4. All capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
XxXXXXXXX INTERNATIONAL, INC.
By: /s/ S. Xxxxx Xxxxxx
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Name: S. Xxxxx Xxxxxx
Title: Senior Vice President,
General Counsel and
Corporate Secretary
0000 Xxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Attention: Senior Vice President,
General Counsel and
Corporate Secretary
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxx Kuzmreh
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Name: Xxxxx Kuzmreh
Title: Assistant Vice President
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Customer Service Officer
