EXHIBIT 42
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT dated as of December 22, 1995 (this "Amendment")
of an Amendment and Restatement of a Rights Agreement dated as
of August 8, 1989 (as amended to date, the "Agreement") between
CBI Industries, Inc., a Delaware corporation (the "Company"),
and First Chicago Trust Company of New York, a New York corpo-
ration (the "Rights Agent"). Terms used but not defined in
this Amendment shall have the meaning set forth in the Agree-
ment.
W I T N E S S E T H
WHEREAS, on March 4, 1986, the Board authorized and de-
clared a dividend distribution of one Right for each share of
Common Stock outstanding on the Record Date, and contemplates
the issuance of one Right (subject to adjustment) for each
share of Common Stock of the Company issued (whether from the
treasury or as an initial issuance) between the Record Date and
the Distribution Date and in certain circumstances thereafter,
each Right representing the right to purchase one one-hundredth
of a share of Series A Junior Participating Preferred Stock of
the Company (subject to adjustment) having the rights, powers
and preferences set forth in the Certificate of Designation,
Preferences and Rights attached as Exhibit A to the Agreement;
WHEREAS, the Board has determined that it is advisable and
in the best interest of the Company and its stockholders that
the Agreement be amended as 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. Paragraph 1.18 of Section 1 of the Agreement is
hereby amended and restated to read in its entirety as follows:
"Permitted Tender Offer" shall mean
any tender offer or exchange offer for
all outstanding shares of Common Stock
of the Company that the Board, in its
sole discretion and subject to any
conditions the Board deems proper,
determines to be a Permitted Tender
Offer.
2. The Rights Agent shall not be liable for or by reason
of any of the statements of fact or recitals contained in this
amendment. The Rights Agent shall not be under any responsi-
bility in respect of the validity of this Amendment or the ex-
ecution and delivery hereof (except the due execution hereby by
the Rights Agent).
3. The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended by
this Amendment.
4. Except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise
unaffected hereby.
5. This Amendment may be executed in one or more coun-
terparts, each of which shall be deemed an original, but all of
which together shall constitute on and use the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed and attested, all as of the day
and year first above written.
Attest: CBI INDUSTRIES, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxx
Title: Secretary Title: Chairman, President &
CEO
Attest: FIRST CHICAGO TRUST
COMPANY OF NEW YORK
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxx
Name: Xxxxx Xxxxxxx Name: Xxxxxxx Xxxx
Title: Customer Service Officer Title: Assistant Vice
President
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