EXHIBIT 4.2(a)
IMPAC COMMERCIAL HOLDINGS, INC.
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AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
THIS AMENDMENT NO. 1, dated as of May 5, 1999 (the "Amendment"), to the
Rights Agreement (the "Rights Agreement"), dated as of October 7, 1998 between
IMPAC COMMERCIAL HOLDINGS, INC. (the "Company") and BANKBOSTON, N.A. (the
"Rights Agent").
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend certain provisions of
the Rights Agreement in accordance with the terms of Section 27;
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereto agree as follows:
1. The Rights Agreement is hereby amended by deleting the second sentence
of Section 1(a) and replacing it with the following:
Notwithstanding the foregoing, (A) the term "Acquiring Person" shall not
include (i) the Corporation, (ii) any Subsidiary of the Corporation, (iii)
any employee benefit plan of the Corporation or any Subsidiary of the
Corporation, (iv) any Person organized, appointed or established by the
Corporation for or pursuant to the terms of any such plan, or (v) any
Person, who or which together with all Affiliates and Associates of such
Person, becomes the Beneficial Owner of 10% or more of the then outstanding
Common Shares as a result of the acquisition of Common Shares or other
securities convertible into or exchangeable for Common Shares, directly
from the Corporation, and (B) no Person shall be deemed to be an "Acquiring
Person" either (X) as a result of the acquisition of Common Shares by the
Corporation which, by reducing the number of Common Shares outstanding,
increases the proportional number of shares beneficially owned by such
Person, together with all Affiliates and Associates of such Person; except
that if (i) a Person would become an Acquiring Person (but for the
operation of this subclause (X) as a result of the acquisition of Common
Shares by the Corporation, and (ii) after such share acquisition by the
Corporation, such Person, or an Affiliate or Associate of such Person,
becomes the Beneficial Owner of any additional Common Shares, then such
Person shall be deemed an Acquiring Person, or (Y) if the Board of
Directors of the Corporation determines in good faith that a Person who
would otherwise be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this Section 1(a), has become such, and such Person
divests as promptly as practicable a sufficient number of Common Shares so
that such Person would no longer be an Acquiring Person, as defined
pursuant to the foregoing provisions of this Section 1(a).
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 constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date first written above.
IMPAC COMMERCIAL HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
Attest:
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Secretary
BANKBOSTON, N.A.
By: /s/ Britta Pushchendorf
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Name: Britta Pushchendorf
Title: Senior Account Manager
Attest:
/s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
