AMENDMENT NUMBER 2
dated March 14, 2000
to the
AMENDED AND RESTATED RIGHTS AGREEMENT
(Dated March 16, 1990, as amended and restated
on May 10, 1991 and as further amended
on July 12, 1995)
Between
XXXXXX XXXXXX, INC.
and
FIRST CITY TRANSFER COMPANY
as Rights Agent
AMENDMENT NUMBER 2 dated March 14, 2000, to the AMENDED AND RESTATED RIGHTS
AGREEMENT, (amended May 10, 1991 and July 12, 1995, and dated as of March 16,
1990), between Xxxxxx Xxxxxx, Inc., a New York corporation (the "Company") and
First City Transfer Company, as successor to Midlantic Bank, NA and Midlantic
National Bank, as Rights Agent (the "Rights Agent", which term shall include any
successor Rights Agent hereunder), (the "Rights Agreement").
WHEREAS, the Company and the Rights Agent have entered into the Rights
Agreement dated as of March 16, 1990;
WHEREAS, the Rights Agreement has a stated expiration date of March 16,
2000; and
WHEREAS, the Board of Directors of the Company believes that it is in the
interest of the Company and its shareholders that the Rights Agreement be
continued beyond the expiration date for a period of time not to exceed three
(3) months, to allow the Board of Directors time to determine whether it is in
the interest of the Company and its shareholders to adopt a new Rights
Agreement; and
WHEREAS, the Company believes that the Board of Directors has both the
power and discretion to amend the Rights Agreement to extend the expiration date
and the Board of Directors has duly authorized Management to enter into this
Agreement;
NOW, THEREFORE, in consideration of the premises and respective agreements
set forth herein, the parties hereby agree to amend Article I, Section 1.1(i) to
delete the present subsection (i) in its entirety and to
substitute in lieu thereof the following:
(i) "Expiration Time" shall mean the earlier of (i) the Redemption Time or
(ii) the close of business on June 16, 2000.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number 2
to the Amended and Restated Rights Agreement, as amended, to be duly executed as
of this 14/th/ day of March, 2000.
XXXXXX XXXXXX, INC.
By /s/ Xxxxxx Xxxxxxx Xxxxxx
---------------------------------
Xxxxxx Xxxxxxx Xxxxxx
Senior VP, General Counsel & Secretary
FIRST CITY TRANSFER COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxx X. Xxxxxxx
Assistant Vice President
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