AMENDMENT NO. 7 TO RIGHTS AGREEMENT
Exhibit
1
AMENDMENT
NO. 7 TO
This
Amendment No. 7 to Rights Agreement (this "Amendment") is made effective as
of
the 29th day of October, 2007. This Amendment is an amendment to the
Rights Agreement, dated as of April 16, 1991, as amended effective as of
December 19, 1991, as amended effective as of February 7, 1995, as amended
effective as of May 29, 1995, as amended effective as of March 8, 2001, as
amended effective as of February 26, 2004, and as amended effective as of March
20, 2007 (the "Rights Agreement"), between Xxxx'x, Inc., a Delaware corporation
(formerly known as Luby's Cafeterias, Inc. and referred to herein as the
"Company"), and American Stock Transfer & Trust Company (the "Rights
Agent").
RECITALS
WHEREAS,
pursuant to and in compliance with Section 27 of the Rights Agreement, the
Company and the Rights Agent wish to amend the Rights Agreement as set forth
herein;
NOW
THEREFORE, the parties hereto agree as follows:
Section
1. Amendments. From and after the effective date
of this Amendment, the Rights Agreement shall be amended as
follows:
(a) Clause
(b)(ii) of the definition of "Maximum Additional Shares" contained within the
definition of "Exempt Person" included in Section 1 of the Rights Agreement
is
hereby amended to replace "28%" with "33%". The remainder of the
definition of "Exempt Person," including the definition of "Maximum Additional
Shares," shall remain unchanged.
(b) Exhibit
A (Form of Right Certificate) and Exhibit B (Summary of Rights to Purchase
Common Shares) to the Rights Agreement shall be amended to conform to the
changes in the Rights Agreement made and effected pursuant to this
Amendment.
Section
2. Remainder of Agreement Not Affected. Except as
set forth in Section 1 hereof, the terms and provisions of the Rights
Agreement shall remain in full force and effect and are hereby ratified and
confirmed.
Section
3. Authority. Each party represents that such
party has full power and authority to enter into this Amendment, and that this
Amendment constitutes a legal, valid and binding obligation of such party,
enforceable against such party in accordance with its terms.
Section
4. Definitions, References.
(a) Unless
otherwise specifically defined herein, each term used herein which is defined
in
the Rights Agreement shall have the meaning assigned to such term in the Rights
Agreement.
(b) On
and after the effective date of this Amendment (i) all references in the
Rights Agreement, including Exhibits A and B, to the Rights Agreement shall
be
deemed to refer to the Rights Agreement as amended by this Amendment, and all
prior amendments, and (ii) all references to "hereof," "hereunder,"
"herein," "hereby" and other similar references contained in the Rights
Agreement as well as each reference to "this Agreement" and each other similar
reference contained in the Rights Agreement shall refer to the Rights Agreement,
as amended.
Section
5. Counterparts. This Amendment may be executed
in one or more counterparts, each of which shall be deemed to be an original,
but all of which shall constitute one and the same agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and attested, all as of the day and year first above
written.
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XXXX'X,
INC.
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By:
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/s/Xxxxx Xxxxxxx | |||
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Name:
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Xxxxx Xxxxxxx | |||
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Title:
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Senior Vice President, General Counsel and Secretary | |||
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AMERICAN
STOCK TRANSFER & TRUST COMPANY
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By:
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/s/Xxxxxxx
X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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Vice
President
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