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EXHIBIT 2
AMENDMENT AGREEMENT, dated as of October 20, 1998, (this
"Amendment") to the Rights Agreement, dated as of January 20, 1997 (the "Rights
Agreement"), between THE ENSTAR GROUP, INC., a Georgia corporation (the
"Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation
(the "Rights Agent").
WITNESSETH:
WHEREAS, the Company proposes to enter into an Investment
Agreement, dated as of October 20, 1998, (as amended from time-to-time, the
"Investment Agreement"), by and between the Company and J. Xxxxxxxxxxx Xxxxxxx,
an individual resident of the State of New York ("Flowers"), and the Company
desires to enter into this Amendment in order to induce Flowers to enter into
the Investment Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereto agree as follows:
Section 1. Amendment of the Rights Agreement. The Rights
Agreement is amended pursuant to Section 26 thereof as follows:
(a) The definition of "Exempt Person" set forth in Section 1(o) of
the Rights Agreement is amended by deleting the word "and" at the end of clause
(ii) thereof, changing the period at the end of clause (iii) thereof to a
semi-colon, and adding a new clause (iv) as follows:
"(iv) J. Xxxxxxxxxxx Xxxxxxx ("Flowers") by virtue of the
execution of the Investment Agreement, dated as of October 20,
1998, by and between the Company and Flowers (as amended from
time-to-time, the "Investment Agreement") and/or the
consumation of the purchase and sale of Common Stock
contemplated thereby or capital stock or rights acquired in
accordance therewith and any transferee or pledgee of the
shares of Common Stock (or such capital stock or rights) owned
or acquired by Flowers provided such transfer or pledge is
made in accordance with and to the Persons enumerated in
Section 4.6(b) (i), (ii) or (iii) of the Investment
Agreement."
(b) The definition of "Stock Acquisition Date" set forth in
Section 1(bb) of the Rights Agreement is amended by adding a provison at the end
thereof as follows:
"and, provided further, that a Stock Acquisition Date shall
not be deemed to have occurred upon the execution of the
Investment Agreement or the acquistion of shares of Common
Stock by Flowers in accordance with the express terms and
provisions thereof."
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Section 2. The Rights Agreement. The Rights Agreement is
hereby reaffirmed in all respects and shall remain in full force and effect in
accordance with its terms except as amended by this Amendment.
Section 3. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date first written above.
Attest: THE ENSTAR GROUP, INC.
By: /s/ XXXX XXXXX By: /s/ XXXXXX X. XXXXXX
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Name: Xxxx Xxxxx Name: Xxxxxx X. Xxxxxx
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Title: Secretary to Xx. Xxxxxxx Title: Chairman, President and CEO
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Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ XXXXX XXXXXX By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx
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Title: Assistant Secretary Title: Vice President
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