EXHIBIT 10.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of February 10, 1998, to the Rights Agreement,
dated as of February 19, 1997 (the "Rights Agreement"), between I.C.H.
Corporation, a Delaware corporation (the "Company"), and Mid-America Bank of
Louisville and Trust Company, a Kentucky corporation, as Rights Agent (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment No. 1, the parties hereby
agree as follows:
1. Section 1 of the Rights Agreement is hereby amended by inserting the
following definition after the definition of "Common Stock Equivalents" and
before the definition of "Current Value":
""Continuing Director" shall mean (i) any member of the Board of
Directors of the Company, while such Person is a member of the Board,
who is not an Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, or a representative of an Acquiring Person or of any
such Affiliate or Associate, and was a member of the Board prior to the
date of this Agreement, or (ii) any Person who subsequently becomes a
member of the Board, while such Person is a member of the Board, who is
not an Acquiring Person, or an Affiliate or Associate of an Acquiring
Person, or a representative of an Acquiring Person or of any such
Affiliate or Associate, if such Person's nomination for election or
election to the Board is recommended or approved by a majority of the
Continuing Directors."
2. Section 1 of the Rights Agreement is also hereby amended to change
the date contained within the definition of "Final Expiration Date" from
"February 19, 1999" to "February 19, 2007".
3. Section 7(b) of the Rights Agreement is hereby amended to change the
initial Purchase Price in the third line from "$10.07" to "$20.00".
4. Section 23(a) of the Rights Agreement is hereby amended to add the
following language at the end of the first sentence:
", such Redemption Price to be payable in cash, Common Shares (based on
the "current per share market price," as defined in Section 11(d)
hereof, of the Common Shares at the time of redemption) or such other
form of consideration as may be deemed appropriate by the Board of
Directors of the Company; provided, however, if the Board of Directors
of the Company authorizes redemption of the Rights pursuant to this
Section 23(a), then there must be Continuing Directors then in office
and such authorization shall require the concurrence of a majority of
such Continuing Directors."
5. Section 27 of the Rights Agreement is hereby amended to add the
following language before the words "provided, however," in the first sentence:
"provided, however, that no proposed supplement or amendment to this
Agreement shall be effective unless (i) there are Continuing Directors
and (ii) a majority of such Continuing Directors, at a meeting of
Directors duly called and held, votes in favor of the adoption of such
proposed supplement or amendment;"
6. Section 27 of the Rights Agreement is also hereby amended to add the
word "further," after the word "provided," and before the work "however," in the
first sentence.
7. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby.
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8. The foregoing amendment shall be effective as of the date hereof and,
except as set forth herein, the Rights Agreement shall remain in full force and
effect and shall be otherwise unaffected hereby.
9. 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 and their respective corporate seals to be hereunto
affixed, all as of the day and year first above written.
I.C.H. CORPORATION
By: /s/ Xxxxx X. Arabia
--------------------------------
Name: Xxxxx X. Arabia
Title: Chief Executive Officer
MID-AMERICA BANK OF
LOUISVILLE AND TRUST COMPANY,
/s/ H. Xxxxx Xxxxxx, Xx.
--------------------------------
Name: H. Xxxxx Xxxxxx, Xx.
Title: Senior Vice President
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