Exhibit 1
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SECOND AMENDMENT TO THE
AMENDED AND RESTATED
RIGHTS AGREEMENT
THIS SECOND AMENDMENT, dated as of January 6, 1999 (the "SECOND
AMENDMENT") between National Service Industries, Inc., a Delaware
corporation (the "COMPANY"), and First Chicago Trust Company of
New York ("FIRST CHICAGO") to the AMENDED AND RESTATED RIGHTS
AGREEMENT, dated as of December 17, 1997, as amended by the First
Amendment, dated April 30, 1998 (as the same may be amended,
supplemented or otherwise modified from time to time, the "RIGHTS
AGREEMENT"), between the Company and First Chicago, as Rights
Agent.
WHEREAS, the Company desires to amend the Rights Agreement
to modify the terms of the Rights Agreement governing the
redemption of the Rights and the amendment or supplement of the
Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereto hereby
agree as follows:
SECTION 1. DEFINITIONS AND SECTION REFERENCES.
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1.1. DEFINED TERMS. Unless otherwise defined herein,
capitalized terms used herein without definition shall have the
meanings assigned to them in the Rights Agreement.
1.2. SECTION REFERENCES. Unless otherwise indicated,
all section and subsection references are to the Rights
Agreement.
SECTION 2. AMENDMENTS.
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2.1. REDEMPTION AND TERMINATION. Section 24 of the Rights
Agreement is hereby amended by
(a) deleting the phrase "Subject to Section
24(a)(iii)" from the first sentence of subsection
(a)(i) of Section 24;
(b) deleting the phrase "Subject to Section
24(a)(iii)" from the first sentence of subsection
(a)(ii) of Section 24; and
(c) deleting subsection (a)(iii) of Section 24 in its
entirety.
2.2. SUPPLEMENTS AND AMENDMENTS. Section 28 of the Rights
Agreement is hereby amended by deleting in its entirety the last
sentence thereof.
2.3. EXHIBIT B AMENDMENT. Exhibit B ("Form of Rights
Certificate") to the Rights Agreement is hereby amended by
replacing in the first paragraph thereof the words "Wachovia
Bank, N.A. (the "Rights Agent")" with the words "First Chicago
Trust Company of New York (the "Rights Agent")."
2.4. EXHIBITS C AMENDMENTS. Exhibit C (the "Summary of
Rights") to the Rights Agreement is hereby amended:
(a) by replacing in the third sentence thereof the words
"Wachovia Bank, N.A." with the words "First Chicago Trust
Company of New York";
(b) by deleting from the second paragraph thereof the words
contained in the parenthetical immediately following the term
Transaction and substituting therefor the words "(as defined in
the Rights Agreement)";
(c) by inserting the following phrase at the end of the seventh
paragraph thereof "(as defined in the Rights Agreement)";
(d) by deleting in its entirety the twelfth paragraph thereof;
and
(e) by inserting in the first sentence of the final paragraph
thereof the phrase "and on December 17, 1997" immediately
following the phrase "as subsequently amended on May 17, 1988."
SECTION 3. MISCELLANEOUS.
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3.1. CONTINUING EFFECT. Except as expressly amended hereby,
all of the terms and provisions of the Rights Agreement are and
shall remain in full force and effect.
3.2. GOVERNING LAW. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and to
be performed entirely within such State.
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3.3. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
SECOND AMENDMENT to be duly executed, all as of the date and year
first above written.
NATIONAL SERVICE INDUSTRIES, INC.
/s/ Xxxxx X. Xxxxxxx
By: _____________________________
Name: Xxxxx X. Xxxxxxx
Title: Chairman, President and Chief
Executive Officer
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
/s/ XxXxxx Xxxxxxxxxx
By: _____________________________
Name: XxXxxx Xxxxxxxxxx
Title: Assistant Vice President
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