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EXHIBIT 4.3
AMENDMENT TO RIGHTS AGREEMENT
Amendment to Rights Agreement dated as of June 12, 1997, between ASSISTED
LIVING CONCEPTS, INC., a Nevada corporation (the "Company"), and AMERICAN STOCK
TRANSFER & TRUST COMPANY, as Rights Agent (the "Rights Agent"), effective as of
November 8, 2000.
RECITALS:
A. On June 12, 1997, the Board of Directors of the Company adopted the
Rights Agreement dated as of June 12, 1997.
B. On November 8, 2000, the Board of Directors approved an amendment to
the Rights Agreement to be effective as of November 8, 2000. Such amendment is
set forth below.
NOW, THEREFORE, for valuable consideration, given and received, the
parties hereto agree as follows:
AGREEMENTS:
1. Incorporation of Recitals. Each Recital set forth above is
incorporated into this Amendment to Rights Agreement as though fully set forth
herein. Unless the context clearly provides otherwise, all capitalized terms not
otherwise defined herein shall have the same meaning as set forth in the Rights
Agreement.
2. Amendment to Section 1. Section 1 shall be amended by adding a new
subsection, Section 1.14, the definition of "Convertible Debentures," for
purposes of the Rights Agreement, as amended:
"Convertible Debentures" shall mean the Company's 6% convertible
subordinated debentures due November 2002 and the Company's 5.625% Convertible
Subordinated Debentures due May 2003.
3. Amendment to Section 1.3. Section 1.3(ii)(A) shall be amended by
inserting after subsection (ii)(A)(z) the following:
"or (xx) up to $15,000,000 in principal amount of Convertible Debentures,
including any securities issuable upon conversion thereof;".
The parties acknowledge and understand that, as a result of the foregoing
amendment, the acquisition of up to $15,000,000 "face value" of Convertible
Debentures is not to be considered
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securities "beneficially owned" for the purpose of calculating whether that
Person is the Beneficial Owner of 15% or more of the Common Shares of the
Company then outstanding.
3. Full Force and Effect. Except as modified and amended as set forth
herein, the Rights Agreement shall remain in full force and effect. In the event
of any inconsistency between this Amendment to Rights Agreement and the Rights
Agreement, this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Rights Agreement to be executed effective as of the date above written.
Date: Dec. 5, 2000 ASSISTED LIVING CONCEPTS, INC.
By: /s/ Wm. Xxxxx Xxxxxx
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Wm. Xxxxx Xxxxx, Chairman
Date: _____________, 2001 AMERICAN STOCK TRANSFER &
TRUST COMPANY
By:
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Its:
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