THIRD AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT (the "AMENDMENT"),
dated as of this 30th day of September, 1999, is between MicroAge, Inc., a
Delaware corporation (the "COMPANY"), and American Stock Transfer and Trust
Company (the "RIGHTS AGENT"), and amends that certain Rights Agreement (as
defined herein).
RECITALS
WHEREAS, the Board of Directors approved a Rights Amendment, dated February
23, 1989, as amended and restated as of September 28, 1994, and as amended as of
November 5, 1996 and as of January 28, 1999 (the "RIGHTS AGREEMENT"), and
declared a dividend of one right (the "RIGHT" or "RIGHTS") for each share of
common stock to stockholders of record of the common shares issued and
outstanding on the 1989 Record Date (as such term is defined in the Rights
Agreement), each Right representing the right to purchase one one-hundredth
(.01) of a share of Series C Junior Participating Preferred Stock upon the terms
and subject to the conditions set forth in the Rights Agreement; and
WHEREAS, the Board of Directors has authorized the amendment of the Rights
Agreement, such that the term of such agreement is extended through the end of
fiscal year 2000, or October 29, 2000.
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein set forth herein and in the Rights Agreement, the parties hereby agree as
follows:
AGREEMENT
1. AMENDMENT. Section 7(a) of the Rights Agreement is hereby amended in its
entirety as follows:
SECTION 7. EXERCISE OF RIGHTS: PURCHASE PRICE; EXPIRATION DATE OF RIGHTS.
(a) The registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein) in whole or in part at
any time after the Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side thereof duly executed,
to the Rights Agent at the principal office of the Rights Agent, together with
payment of the Purchase Price for each one one-hundredth of a Preferred Share as
to which the Rights are exercised, at or prior to the earliest of (i) the close
of business on October 29, 2000 (the "FINAL EXPIRATION DATE"), (ii) the time at
which the Rights are redeemed as provided in Section 23 hereof (the "REDEMPTION
DATE"), or (iii) the time at which such Rights are exchanged as provided in
Section 24 hereof.
2. FULL FORCE AND EFFECT. Except as expressly provided in this Amendment,
the Rights Agreement will remain unchanged and in full force and effect.
3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together will constitute one and the same
instrument, and any of the parties hereto may execute this Amendment by signing
any such counterpart.
4. GOVERNING LAW. It is the intention of the parties that the laws of
Delaware will govern the validity of this Amendment, the construction of its
terms, and the interpretation of the rights and duties of the parties.
IN WITNESS WHEREOF the parties hereto have executed this Amendment as of
the date first above written.
MICROAGE, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
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Name: Xxxxxxx X. XxXxxxxx
Its: Chairman of the Board and Chief
Executive Officer
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Its: Vice President
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