Exhibit 99.1
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AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT
This Amendment No. 1 to the Shareholder Rights Agreement between
Xxx-Xxxx Corporation, a Delaware corporation ("Mac-Gray"), and State Street Bank
and Trust Company, a Massachusetts chartered trust company ("State Street") as
Rights Agent, dated June 15, 1999 (the "Rights Agreement"), is made as of
February 28, 2001 by and between Mac-Gray and State Street. All capitalized
terms used in this Amendment and not defined herein shall have the meaning given
such terms in the Rights Agreement.
WHEREAS, Section 27 of the Rights Agreement provides generally that for
so long as the Rights are then redeemable, Mac-Gray may, in its sole and
absolute discretion, and the Rights Agent shall, if Mac-Gray so directs,
supplement or amend any provision of the Rights Agreement in any respect without
the approval of any holders of the Rights;
WHEREAS, pursuant to Section 23 of the Rights Agreement, the Rights
generally are redeemable at any time prior to the earlier of (i) the close of
business on the tenth Business Day following the Stock Acquisition Date or (ii)
the Final Expiration Date; and
WHEREAS, neither the Stock Acquisition Date nor the Final Expiration
Date has yet occurred; and
WHEREAS, Mac-Gray and State Street desire to amend the Rights Agreement
in certain respects set forth herein.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENT.
(a) The fifth sentence of Section 21 of the Rights Agreement
is hereby deleted and replaced by the following:
Any successor Rights Agent, whether appointed by the Company
or by such a court, shall be (a) a corporation organized and
doing business under the laws of the United States or of the
Commonwealth of Massachusetts or the State of New York (or of
any other state of the United States so long as such
corporation is authorized to do business as a banking
institution in the Commonwealth of Massachusetts or the State
of New York), in good standing, which is authorized under such
laws to exercise stock transfer or corporate trust powers and
is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least
$10,000,000 or (b) an Affiliate of a corporation described in
clause (a) of this sentence.
(b) The second to last sentence of Section 21 of the Rights
Agreement is hereby deleted and replaced by the following:
Not later than the effective date of any such appointment, the
Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common
Stock of the Company and the Preferred Stock, and give notice
to the holders of the Right Certificates by any means
reasonably determined by the Company to inform such holders of
such appointment (including without limitation, by including
such information in one or more of the Company's reports to
shareholders or reports or filings with the Securities and
Exchange Commission).
2. EFFECTIVENESS. This Amendment shall become effective immediately.
3. GOVERNING LAW. This Amendment shall be construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts.
4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts,each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
XXX-XXXX CORPORATION
By: /s/ Xxxxxxx X. XxxXxxxxx, Xx
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Its: Chairman and C.E.O.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Its: Vice President and General Counsel
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