FIRST AMENDMENT TO RIGHTS AGREEMENT
Exhibit 4.2
FIRST AMENDMENT TO
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this “First Amendment”) is made as of this 13th day of April, 2018 between ARLINGTON ASSET INVESTMENT CORP., Virginia Corporation formerly known as Friedman, Billings, Xxxxxx Group, Inc. (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (the “Rights Agent”).
RECITALS
A. The Company and the Rights Agent are parties to that certain Rights Agreement, dated as of June 5, 2009 (the “Rights Agreement”).
B. Pursuant to Section 26 of the Rights Agreement, prior to the Distribution Date, the Company may, in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect without the approval of any holders of Rights, with any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. The Distribution Date has not yet occurred.
C. The Board of Directors of the Company has determined that it is in the best interest of the Company to amend the Rights Agreement as provided in this First Amendment.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:
1. Definitions. Except as otherwise set forth in this First Amendment, each capitalized term used in this First Amendment shall have the meaning for such term set forth in the Rights Agreement.
2. Definition of “Agreement.” From and after the date hereof, all references in the Rights Agreement to the “Agreement” shall mean and refer to the Rights Agreement as modified by this First Amendment.
3. Definition of “Expiration Date.” Section 1(x) of the Rights Agreement is hereby amended by deleting the reference to “June 4, 2010” and replacing it with a reference to “June 4, 2019.”
4. Definition of “Final Expiration Date.” Section 1(y) of the Rights Agreement is hereby amended by deleting the reference to “June 4, 2019” and replacing it with a reference to “June 4, 2022.”
5. Definition of “Purchase Price.” Section 1(dd) of the Rights Agreement is hereby amended by deleting the reference to “$3.00” and replacing it with a reference to “$70.00.”
6. Form of Rights Certificate. Exhibit B to the Amended Rights Agreement is hereby amended as follows:
| 1. | By deleting each reference to “June 4, 2019” included in Exhibit B and replacing it with a reference to “June 4, 2022.” |
| 2. | By deleting the reference to “$3.00” and replacing it with a reference to “$70.00.” |
7. Summary of Rights. Exhibit C to the Rights Agreement is hereby amended as follows:
| 1. | By deleting the reference to “June 4, 2019” and replacing it with a reference to “June 4, 2022.” |
| 2. | By deleting the reference to June 4, 2010 and replacing it with a reference to “June 4, 2019.” |
| 3. | By deleting the reference to “$3.00” and replacing it with a reference to “$70.00.” |
8. Ratification of Agreement. Except as specifically modified by this First Amendment, the Rights Agreement remains in full force and effect and is hereby ratified, confirmed and reaffirmed for all purposes and in all respects.
9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute but one original; provided, however, this First Amendment shall not be effective unless and until signed by the Company and the Rights Agent.
| Company:
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| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |
| RIGHTS AGENT:
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC | ||
| By: | /s/ Xxxxxxxx Xxxxxxx | |
| Name: | Xxxxxxxx Xxxxxxx | |
| Title: | Senior Vice President | |
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