EXHIBIT 4.1
RIGHTS AGREEMENT AMENDMENT
This Rights Agreement Amendment, dated as of March 12, 2007 (this
"Amendment"), to the Rights Agreement, dated as of August 4, 2006 (the Rights
Agreement"), between Xxx.xxx, Inc., a Minnesota corporation (the "Company") and
Xxxxx Fargo Shareowner Services, as Rights Agent (the "Rights Agent").
The Company and the Rights Agent have heretofore executed and delivered
the Rights Agreement. Pursuant to Section 28 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or amend the
Rights Agreement in accordance with the provisions of Section 28 thereof.
In consideration of the foregoing premises and mutual agreements set
forth in the Rights Agreement, as amended, and this Amendment, the parties
hereto agree as follows:
1. The "Final Expiration Date" as defined in Section 7(a) of the
Rights Agreement (which heretofore was July 23, 2007) is hereby amended to mean
March 13, 2007.
2. This Amendment shall be governed by and construed in
accordance with the laws of the State of Minnesota.
3. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed an original, and
all such counterparts shall together constitute but one and the same instrument.
4. Except as expressly set forth herein, this Amendment shall not
by implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
XXX.XXX, INC.
a Minnesota corporation
By: /S/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
XXXXX FARGO SHAREOWNER SERVICES,
as Rights Agent
By: /S/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Title: Vice President
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