FIRST AMENDMENT TO SHAREHOLDER PROTECTION
RIGHTS AGREEMENT
THIS AGREEMENT ("Agreement"), dated as of the 3rd day of November,
1999, by and between RISCORP, Inc., a Florida corporation (the "Company"), and
First Union National Bank, as Rights Agent (the "Rights Agent"), constitutes the
First Amendment to the Shareholder Protection Rights Agreement dated May 13,
1999 by and between the Company and the Rights Agent (the "Rights Agreement").
W I T N E S S E T H:
WHEREAS, the parties hereto desire to amend the Rights Agreement in
certain respects on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
1. The Rights Agreement is hereby amended by:
(a) Adding the following sentence at the end of the definition of
"Acquiring Person" in Section 1.1 of the Rights Agreement:
"Notwithstanding any of the terms of the foregoing definition, no
Person shall become an "Acquiring Person" solely as the result of the
execution and delivery of, or the consummation of any of the
transactions contemplated by, the Plan and Agreement of Merger dated as
of November 3, 1999, by and among the Company, Xxxxxxx Acquisition
Corp. and Xxxxxxx X. Xxxxxxx (the "Merger Agreement"), and any
agreements, documents or instruments executed or entered into in
connection with the Merger Agreement (collectively with the Merger
Agreement, the "Transaction Documents")."
(b) Deleting the definition of "Expiration Time" in Section 1.1 of the
Rights Agreement in its entirety, and inserting the following:
""Expiration Time" shall mean the earliest of (i) the Exchange Time,
(ii) the Termination Time, (iii) February 15, 2008, (iv) upon the
merger of the Company into another corporation pursuant to an agreement
entered into prior to a Flip-In Date, and (v) upon the closing of the
merger of Xxxxxxx Acquisition Corp. into the Company pursuant to the
terms of the Transaction Documents."
(c) Adding the following sentence at the end of the definition of
"Separation Time" in Section 1.1 of the Rights Agreement:
"Notwithstanding any of the terms of the foregoing definition, no
"Separation Time" will occur solely as the result of the execution and
delivery of, or the consummation of any of the transactions
contemplated by, the Transaction Documents."
(d) Adding the following sentence at the end of the definition of
"Stock Acquisition Date" in Section 1.1 of the Rights Agreement:
"Notwithstanding any of the terms of the foregoing definition, no
"Stock Acquisition Date" will occur solely as the result of the
execution and delivery of, or the consummation of any of the
transactions contemplated by, the Transaction Documents, or any public
announcement of any of the foregoing."
2. All terms defined in the Rights Agreement which are used herein
shall have the meanings defined in the Rights Agreement, unless specifically
defined otherwise herein.
3. The term "Agreement" as used in the Rights Agreement shall mean the
Rights Agreement, as amended by this Agreement, or as it may from time to time
be amended in the future by one or more other written amendment or modification
agreements entered into pursuant to the applicable provisions of the Rights
Agreement.
4. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.
5. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.
6. Except as expressly herein amended, the terms and conditions of the
Rights Agreement shall remain in full force and effect.
7. This Agreement is not intended to be, nor shall it be construed to
be, a novation.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
RISCORP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
President
FIRST UNION NATIONAL BANK
By: /s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
Vice President
