FIRST AMENDMENT TO
AMENDED AND RESTATED RIGHTS AGREEMENT
This First Amendment (the "First Amendment") to the Amended and
Restated Rights Agreement dated as of November 5, 1996, between MicroAge, Inc.,
a Delaware corporation (the "Company"), and American Stock Transfer and Trust
Company amends that certain Amended and Restated Rights Agreement (the "Amended
and Restated Rights Agreement") dated September 28, 1994.
WHEREAS, on September 3, 1996, the Board of Directors approved the
appointment of American Stock Transfer and Trust Company (the "Rights Agent") to
serve as successor rights agent to First Interstate Bank of California; and
WHEREAS, pursuant to Section 27, the Company has decided to amend the
provisions of the Amended and Restated Rights Agreement regarding the
qualifications of successor rights agents;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Amendments to Amended and Restated Rights Agreement.
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The Amended and Restated Rights Agreement is hereby amended as follows:
A. Section 21 of the Amended and Restated Rights Agreement is hereby
amended in its entirety to read as follows:
"Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to
each transfer agent of the Common Shares or Preferred Shares by
registered or certified mail, and to the holders of the Right
Certificates by first-class mail. The Company may remove the Rights
Agent or any successor Rights Agent upon 30 days' notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may
be, and to each transfer agent of the Common Shares or Preferred Shares
by registered or certified mail, and to the holders of the Right
Certificates by first-class mail. If the Rights Agent shall resign or
be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of 30 days after giving
notice of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights
Agent or by the holder of a Right Certificate (who shall, with such
notice, submit his Right Certificate for inspection by the Company),
then the registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new Rights
Agent. After appointment, any successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but
the predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it hereunder,
and execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose. Not later than the effective date of any
such appointment the Company shall file notice thereof in writing with
the predecessor Rights Agent and each transfer agent of the Common
Shares or Preferred 1
Shares, and mail a notice thereof in writing to the registered holders
of the Right Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent
or the appointment of the successor Rights Agent, as the case may be."
Section 2. Effectiveness.
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This First Amendment will become effective as of September 3, 1996.
Section 3. Miscellaneous.
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A. Full Force and Effect.
Except as expressly provided in this First Amendment, the Amended and
Restated Rights Agreement will remain unchanged and in full force and effect.
B. Counterparts.
This First Amendment may be executed in any number of
counterparts, all of which taken together will constitute One and the
same instrument, and any of the parties hereto may execute this First
Amendment by signing any such counterpart.
C. Arizona Law.
It is the intention of the parties that the laws of Arizona
will govern the validity of this First Amendment, the construction of
its terms, and the interpretation of the rights and duties of the
parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.
ATTEST: MICROAGE, INC.
By:/s/ Xxxxxxx Xxxxx /s/ Xxxxxxx X. XxXxxxxx
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Title:___________________________ By: Xxxxxxx X. XxXxxxxx
Its: Chairman and Chief
Executive Officer
ATTEST: AMERICAN STOCK TRANSFER AND
TRUST COMPANY
By:/s/ Xxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx
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Title:___________________________ By: Xxxxxxx X. Xxxxxx
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Its: Vice President
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