FOURTH AMENDMENT TO RIGHTS AGREEMENT
Exhibit
4.1d
FOURTH
AMENDMENT TO RIGHTS AGREEMENT
This
Fourth Amendment to Rights Agreement (the “Amendment”), dated as of June 2,
2001, is entered into by and between Katy Industries, Inc., a Delaware
corporation (the “Company”), and La Salle Bank National Association (f/k/a La
Salle National Bank), a national banking association, as Rights Agent (the
“Rights Agent”).
WHEREAS,
the Company and the Rights Agent are parties to a Rights Agreement, dated as
of
January 13, 1995, as amended (the “Agreement”);
WHEREAS,
the Company wishes to amend the Agreement; and
WHEREAS,
Section 26 of the Agreement provides, among other things, that prior to the
Distribution Date the Company may, and the Rights Agent shall, if the Company
so
directs, supplement or amend any provision of the Agreement without the approval
of any holders of certificates representing shares of Company Common
Stock.
NOW,
THEREFORE, the Company and the Rights Agent hereby amend the Agreement as
follows:
1. Capitalized
terms used in this Amendment without definition shall have the meanings given
to
them in the Agreement.
2. Section
1
of the Agreement is hereby amended by:
a. replacing
the existing Section 1(m) with the following:
“(m)
“KKTY Group” shall mean KKTY Holding Company, L.L.C., a Delaware limited
liability company, and all Affiliates and all Associates of KKTY Holding
Company, L.L.C.”
b. replacing
the existing Section 1(o) with the following:
“(o)
“Permitted Event” shall mean the execution, delivery and performance under, or
consummation of any one or more transactions contemplated by, the Purchase
Agreement, including, without limitation, the issuance of Company Common Stock
upon conversion of the preferred stock issued pursuant to the Purchase
Agreement, entry into the Voting Agreement (as defined in the Purchase
Agreement), and entry into any other voting agreement with any stockholder
of
the Company in connection with the Recapitalization.”
c. replacing
the existing Section 1(q) with the following:
“(q)
“Purchase Agreement” shall mean the Preferred Stock Purchase and
Recapitalization Agreement, dated as of June 2, 2001, as the same may be amended
from time to time, by and among KKTY Holding Company, L.L.C. and the
Company.”
d. replacing
the existing Section 1(s) with the following:
“(s)
“Recapitalization” shall mean the purchase by KKTY Holding Company, L.L.C. of
newly issued preferred stock of the Company and the issuance of Company Common
Stock upon conversion of the preferred stock, pursuant to the Purchase
Agreement.”
3. The
term
“Agreement” as used in the Agreement shall be deemed to refer to the Agreement
as amended hereby.
4. Except
as
expressly amended hereby, all of the terms and provisions of the Agreement
shall
continue and remain in full force and effect, and each party confirms, ratifies
and approves each and every of its obligations under the Agreement, as amended
by this Amendment.
5. This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of Delaware applicable to contracts executed in and to be performed
entirely in such state.
6. This
Amendment may be executed (including by facsimile) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which,
when executed, shall be deemed to be an original, but all of which taken
together shall constitute one and the same instrument.
7. If
any
term, provision, covenant or restriction of this Amendment is held by a court
of
competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment, and of the Agreement, shall remain in full
force
and effect and shall in no way be affected, impaired or
invalidated.
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of page intentionally left blank]
The
undersigned, being a duly elected, qualified and acting officer of the Company,
hereby certifies to the Rights Agent that the foregoing Amendment is in
compliance with the terms of Section 26 of the Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this certificate as of June __,
2001.
/s/
Xxxxxx X. Xxxxxxx
Xxxxxx
X.
Xxxxxxx
President
and Chief Executive Officer
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
KATY
INDUSTRIES, INC.
By:
/s/
Xxxxxx X. Xxxxxxx
Name:
Xxxxxx X. Xxxxxxx
Title:
President and Chief Executive Officer
LA
SALLE
BANK NATIONAL ASSOCIATION, as Rights Agent
By:
/s/
Xxxx X. Xxxxxx
Name:
Xxxx X. Xxxxxx
Title:
Assistant Vice President