AMENDMENT TO RIGHTS AGREEMENT
This Amendment, dated as of December 11, 1998 (the "Amendment"),
between Imperial Xxxxx Corporation, a Texas corporation (the "Company"), and The
Bank of New York (the "Rights Agent"),
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of September 14, 1989, as amended by an Amendment to Rights
Agreement dated as of January 27, 1995 (as amended, the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Definition of Final Expiration Date.
(a) The definition of "Final Expiration Date" in Section 1 of the
Rights Agreement is amended to read in its entirety as follows:
"Final Expiration Date" shall mean the close of business on
October 31, 2007.
(b) Any other provisions of the Rights Agreement (including those
in the form of Rights Certificate) referring to September 25, 1999 are amended
to refer to the date of the Final Expiration Date.
Section 2. Severability. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Section 3. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Texas and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts made and to be performed entirely within such State.
Section 4. Counterparts. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
Section 5. Descriptive Headings. Descriptive headings of the
several Sections of this Amendment are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
Section 6. Confirmation of Rights Agreement. Except to the extent
specifically amended hereby, the provisions of the Rights Agreement shall remain
unmodified, and the Rights Agreement as amended hereby is confirmed as being in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed all as of the day and year first above written.
IMPERIAL XXXXX CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Director and General Counsel
THE BANK OF NEW YORK,
as Rights Agent
By /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Assistant Treasurer
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