EXHIBIT 99(b)
AMENDMENT NO.1 TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (the "First Amendment")
is made effective as of December 17, 1996, by and between Xxxxx Industrial
Corporation, a Michigan corporation (the "Company") and State Street Bank &
Trust Co., a Massachusetts corporation (the "Rights Agent"). This First
Amendment amends the Rights Agreement dated as of April 26, 1996, between
the Company and the Rights Agent (the "Rights Agreement"). Capitalized
terms used but not defined in this First Amendment have the meanings
ascribed to them in the Rights Agreement.
RECITALS
The Board of Directors of the Company wants to appoint Xxxxxx
Trust and Savings Bank of Chicago, Illinois ("Xxxxxx"), as successor Rights
Agent and transfer to Xxxxxx the duties of the Rights Agent under the
Rights Agreement. To facilitate the transfer of duties of the Rights Agent
to Xxxxxx, the Board of Directors of the Company determined to amend
Section 21 of the Rights Agreement as set forth below.
Accordingly, the parties agree as follows:
1. AMENDMENT OF SECTION 21 OF RIGHTS AGREEMENT. Section 21 of
the 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 thirty (30) days'
notice in writing mailed to the Company and to each transfer
agent of the Common Shares by registered or certified mail,
and to the holders of the Rights Certificates by first-class
mail. The Company may remove the Rights Agent or any
successor Rights Agent upon thirty (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 by registered or certified mail, and to the
holders of the Rights 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
thirty (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 Rights Certificate (who shall, with such
notice, submit his Rights Certificate for inspection by the
Company), then the registered holder of any Rights
Certificate may apply to any court of competent jurisdiction
for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation organized and doing business
under the laws of the United States or of the State of
Michigan or Illinois (or of any other state of the United
States so long as such corporation is authorized to do
business as a banking institution in the State of Michigan
or Illinois), in good standing, having a principal office in
the State of Michigan or Illinois which is authorized under
such laws to exercise corporate trust powers and is subject
to supervision or examination by federal or state authority
and which has at the time of its appointment as Rights Agent
a combined capital and surplus of at least $50 million.
After appointment, the 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, and mail a notice thereof in writing to the
registered holders of the Rights 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.
2. CONSENT OF XXXXXX AND RIGHTS AGENT. Rights Agent and Xxxxxx
hereby consent to the appointment of Xxxxxx as successor Rights Agent under
the Rights Agreement.
SIGNED effective as of the date first written above
XXXXX INDUSTRIAL CORPORATION
By: /S/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
Vice President-Chief Financial Officer
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STATE STREET BANK & TRUST CO.
By: /S/ XXXXX XXXXX
Its: ADMINISTRATION MANAGER
XXXXXX TRUST AND SAVINGS BANK
By: /S/ XXXXX X. XXXXXXX
Its: ASSISTANT VICE PRESIDENT
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