EXHIBIT 4.l
-----------
AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of March
1, 2001, between FIRST NATIONAL BANCORP, INC., an Illinois
corporation (the "Company"), and XXXXXX TRUST AND SAVINGS BANK
(the "Rights Agent"), amending the Rights Agreement, dated as of
November 14, 1996 between the Company and the Rights Agent (the
"Rights Agreement").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Board of Directors of the Company has
approved an Agreement and Plan of Merger (the "Merger Agreement")
by and among the Company, Bank of Montreal, a chartered bank of
Canada ("BMO"), and Bankmont Financial Corp., ("BFC"), a Delaware
corporation and a wholly owned subsidiary of BMO, providing for
the affiliation of the Company with BMO through the merger of the
Company with and into BFC (the "Merger");
WHEREAS, the Board of Directors of the Company has
determined that the Merger is fair to and in the best interests
of the Company and its stockholders;
WHEREAS, the willingness of BMO and BFC to enter into
the Merger Agreement is conditioned on, among other things, the
amendment of the Rights Agreement on the terms set forth herein;
WHEREAS, Section 27 of the Rights Agreement provides
that, among other things, the Company may, and the Rights Agent
shall if the Company so directs, supplement or amend any
provision of the Rights Agreement without the approval of any
holders of the Rights; and
WHEREAS, the Board of Directors of the Company has
approved an amendment to the Rights Agreement in the form hereof
on February 23, 2001;
NOW, THEREFORE, in consideration of the premises and
mutual agreements set forth in the Rights Agreement and this
Amendment, the parties hereby agree as follows:
1. Section 1 of the Rights Agreement is hereby
amended by adding the following definitions thereto:
"BFC" shall mean Bankmont Financial Corp., a
Delaware corporation and a wholly owned subsidiary of
BMO.
"Merger" shall mean the merger of the Company with and into BFC
as contemplated by the Merger Agreement.
"Merger Agreement" shall mean the Agreement and
Plan of Merger, dated as of March 1, 2001, by and among
BMO, BFC and the Company, as the same may be amended in
accordance with the terms thereof.
"Option" shall mean the stock option granted to
BMO by the Company pursuant to the Share Option
Agreement.
"Share Option Agreement" shall mean the Share
Option Agreement, dated as of March 1, 2001, by and
between BMO and the Company, as the same may be amended
in accordance with the terms thereof.
"BMO" shall mean Bank of Montreal, a chartered
bank of Canada.
"Voting Agreement" shall mean the Voting Agreement
dated as of March 1, 2001, by and between BMO, on the
one hand, and certain of the Company's shareholders on
the other, as the same may be amended by the terms
thereof.
The subsections of Section 1 of the Rights Agreement shall be
relettered to take into account and properly reference in
alphabetical order the additions set forth above.
2. Section 1(a) of the Rights Agreement (before the
relettering contemplated by this Amendment) is hereby amended by
adding to the end thereof the following:
"Notwithstanding anything to the contrary
contained herein, neither BMO nor BFC shall be or
become an "Acquiring Person" (and no Stock Acquisition
Date shall occur) as a result of (i) the announcement
of the Merger or grant of the Option, or (ii) the
execution of the Merger Agreement, the Share Option
Agreement or the Voting Agreement (or any amendments
thereto in accordance with the terms thereof) or the
grant or exercise of the Option or the consummation of
the transactions contemplated by the Share Option
Agreement, the Merger Agreement (including, without
limitation, the Merger) or the Voting Agreement."
3. Section 3(a) of the Rights Agreement is hereby
amended by adding to the end thereof the following:
"Notwithstanding anything to the contrary
contained herein, no Distribution Date shall occur as a
result of (i) the announcement of the Merger or grant
of the Option, or (ii) the execution of the Merger
Agreement, the Share Option Agreement or the Voting
Agreement (or any amendments thereto in accordance with
the terms thereof) or the grant or exercise of the
Option or the consummation of the transactions
contemplated by the Share Option Agreement, the Merger
Agreement (including, without limitation, the Merger)
or the Voting Agreement, and no Distribution Date will,
in any event, occur prior to the earlier of the
Effective Time (as defined in the Merger Agreement) or
the termination of the Merger Agreement."
4. Section 7(a) of the Rights Agreement is hereby
amended in its entirety to read as follows:
"Except as otherwise provided herein, the Rights
shall become exercisable on the Distribution Date, and
thereafter the registered holder of any Right
Certificate may, subject to Section 11(a)(ii) hereof
and except as otherwise provided herein, exercise the
Rights evidenced thereby in whole or in part upon
surrender of the Right Certificate, with the form of
election to purchase on the reverse side thereof duly
executed, to the Rights Agent at the office or agency
of the Rights Agent designated for such purpose,
together with payment of the aggregate Purchase Price
with respect to the total number of one one-thousandths
of a share of Preferred Stock (or other securities,
cash or other assets, as the case may be) as to which
the rights are exercised, at any time which is both
after the Distribution Date and prior to the time (the
"Expiration Date") that is the earliest of (i) the
Close of Business on November 14, 2006 (the "Final
Expiration Date"), (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the
"Redemption Date"), (iii) immediately prior to the
Effective Time (as defined in the Merger Agreement)
(the earliest of such herein referred to as the
"Expiration Date") or (iv) the time at which such
Rights are exchanged as provided in Section 24 hereof."
5. Section 11 of the Rights Agreement is hereby
amended by adding to the end thereof the following:
"(p) Notwithstanding anything to the contrary
contained herein, the provisions of this Section 11
will not apply to or be triggered by (i) the
announcement of the Merger or grant of the Option, or
(ii) the execution of the Merger Agreement, the Share
Option Agreement or the Voting Agreement (or any
amendments thereto in accordance with the terms
thereof) or the grant or exercise of the Option in
accordance with its terms or the consummation of the
transactions contemplated by the Share Option
Agreement, the Merger Agreement (including, without
limitation, the Merger) or the Voting Agreement."
6. Section 13 of the Rights Agreement is hereby
amended by adding to the end thereof the following:
"(f) Notwithstanding anything to the contrary
contained herein, the provisions of this Section 13
will not apply to or be triggered by the execution of
the Merger Agreement, Share Option Agreement or the
Voting Agreement (or any amendments thereto in
accordance with the terms thereof) or the grant or
exercise of the Option or the consummation of the
transactions contemplated by the Share Option
Agreement, the Merger Agreement (including, without
limitation, the Merger) or the Voting Agreement."
7. The Rights Agent shall not be liable for or by
reason of any of the statements of fact or recitals contained in
this Amendment No. 1.
8. The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights Agreement as
amended by this Amendment No. 1.
9. Except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise
unaffected hereby.
10. This Amendment No. 1 shall be effective as of, and
immediately prior to, the execution and delivery of the Merger
Agreement.
11. This Amendment No.1 shall be deemed to be a
contract made under the laws of the State of Illinois and for
all purposes will be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and
performed entirely within such State.
12. Exhibits B and C to the Rights Agreement shall be
deemed amended in a manner consistent with this Amendment No. 1.
13. This Amendment No. 1 may be executed in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
***
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed, all as of the day and year
first above written.
FIRST NATIONAL BANCORP, INC.
By /s/ Xxxxxx X. X'Xxxxxxx
-----------------------------
Its President and Chief Operating
Officer
XXXXXX TRUST AND SAVINGS BANK,
as Rights Agent
By /s/ Xxxxxx Xxxxxx
-----------------------------
Its Vice President
