EXHIBIT 99.3
AMENDMENT NO. 1
to the
AMENDED AND RESTATED RIGHTS AGREEMENT
between
XXXXXX INDUSTRIES, INC.
and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C. , as Rights Agent
Originally dated as of April 30, 1986,
and amended as of July 21, 1986,
and amended and restated as of February 2, 1996
Section 29 of the Amended and Restated Rights Agreement originally dated as of
April 30, 1986, as amended as of July 21, 1986, and as further amended and
restated as of February 2, 1996 (the "Amended Rights Agreement"), is hereby
amended to add the following additional sentence at the end of said Section 29:
Notwithstanding any other provision of this Agreement, effective
immediately prior to the "Effective Time" (as such term is defined in
the Agreement and Plan of Merger dated September 25, 1997
among Xxxxxxxxx Technology Corporation, a Delaware corporation
("Carpenter"), Score Acquisition Corp., a Delaware corporation and
a wholly-owned subsidiary of Carpenter, and the Company), all
Rights then outstanding (or issuable under this Agreement) shall
be null and void and of no further force and effect, and the
Company's obligations to issue additional Rights and its obligations
under this Agreement shall terminate.
IN WITNESS WHEREOF, the undersigned have caused this Amendment
to be duly executed and attested as of December 9, 1997.
Attest: XXXXXX INDUSTRIES, INC.
By /s/ Xxxx X. Xxxxxxxxx By /s/ Xxxx X. Xxxx
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Secretary President
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By /s/ Xxxxxx Xxxxxxx By /s/ Xxxxxx X. Xxxxxxx
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Its Assistant Vice President Its Assistant Vice President
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