FIRST AMENDMENT TO RIGHTS AGREEMENT
Exhibit
4.1a
FIRST
AMENDMENT TO RIGHTS AGREEMENT
This
First Amendment to Rights Agreement (this “Amendment’) is made and entered into
this 30th day of October, 1996, by and between Katy Industries, Inc., a Delaware
corporation (the “Company”), and Xxxxxx Trust and Savings Bank, an Illinois
banking corporation (the “Rights Agent”).
WHEREAS,
the Company and the Rights Agent are parties to that certain Rights Agreement,
dated as of January 13, 1995 (the “Agreement”) governing, inter alia, the
issuance and exercise of Rights, as defined in the Agreement, and
WHEREAS,
on July 29, 1996, the Board of Directors of the Company approved an
amendment to the Agreement in the form set forth in this Amendment;
NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
set
forth, the parties hereby agree as follows:
1. Section
l(a) of the Agreement is hereby amended by deleting such section in its entirety
and inserting in lieu thereof the following:
(a) “Acquiring
Person” shall mean any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan maintained by the Company or any of its
Subsidiaries or any trustee or fiduciary with respect to such plan acting in
such capacity) which, upon the acquisition of additional shares of Company
Common Stock after the rights Dividend Declaration Date, shall become the
Beneficial Owner of l0% or more of the shares of Company Common Stock from
time
to time outstanding; provided, however, that the term Acquiring Person shall
not
include an Exempt Person; provided, further, however, if (i) the Board of
Directors of the Company determines in its sole discretion that (A) there
is no reason to believe that any Person which otherwise would be an Acquiring
Person shall have crossed a relevant threshold of aggregate beneficial ownership
of the Company Common Stock with an intention to seek to acquire control of,
or
to influence, the Company and (B) such Person becoming an Acquiring Person
is not in the best interests of the Company and the holders of the Company
Common Stock and (ii) such Person shall have subsequently reduced its
beneficial ownership of shares of Company Common Stock below such relevant
threshold, then such Person shall not be an Acquiring Person.
2. Except
as
expressly amended hereby, all of the terms and provisions of the Agreement
shall
continue and remain in full force and effect and each party hereby confirms,
ratifies and approves each and every of its obligations under the Agreement,
as
amended by this Amendment.
3. This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of Delaware, applicable to contracts executed in and to be performed
entirely in such state.
4. This
Amendment may be executed (including by facsimile) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which
when
executed, shall be deemed to be an original, but all of which taken together
shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed, all as of the date first above written.
Attest:
By:
/s/ Xxxxxx
X.
Xxxxx
Xxxxxx
X. Xxxxx
Its:
Controller
|
KATY
INDUSTRIES, INC.
By:
/s/ Xxxx
X. Xxxxx,
Xx.
Xxxx
X. Xxxxx, Xx.
Its:
President
|
Attest:
By:
/s/ Xxx
X.
Xxxxxx
Xxx
X. Xxxxxx
Its:
Vice President
|
XXXXXX
TRUST & SAVINGS BANK
By:
/s/ Xxxxx
X.
Xxxxxxx
Xxxxx
X. Xxxxxxx
Its:
Vice President
|