AMENDMENT NUMBER ONE TO THE RIGHTS AGREEMENT
Amendment Number One dated as of March 20, 1998 ("Amendment Number One"),
by and between American Bankers Insurance Group, Inc., a Florida corporation
(the "Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights
Agent"), to the Rights Agreement, dated as of February 19, 1998 (the "Rights
Agreement"). Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Rights Agreement.
RECITALS
WHEREAS, the Company and the Rights Agent entered into and executed the
Rights Agreement; and
WHEREAS, the Company and the Rights Agent have agreed to and hereby
desire to supplement and amend the Rights Agreement in the manner set forth
herein; and
WHEREAS, except as otherwise stated herein, the Rights Agreement remains
in full force and effect;
NOW, THEREFORE, in consideration of the mutual agreements and covenants
hereinafter set forth, the Company and the Rights Agent hereby agree to amend
and supplement the Rights Agreement as follows:
SECTION 1, CERTAIN DEFINITIONS, IS HEREBY AMENDED BY DELETING THE CURRENT
DEFINITION OF "ACQUIRING PERSON" IN ITS ENTIRETY AND REPLACING SUCH DEFINITION
WITH THE FOLLOWING DEFINITION:
(a) "Acquiring Person" shall mean any person who or which, together
with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of fifteen percent (15%) or more of the shares of Common
Stock then outstanding, but shall not include the Company, any Subsidiary
of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized, appointed
or established by the Company for or pursuant to the terms of any such
plan. Notwithstanding anything to the contrary contained herein, Cendant
Corporation, a Delaware Corporation ("Cendant"), Season
Acquisition Corp., a New Jersey corporation and wholly-owned subsidiary
of Cendant ("Season"), or any of their Affiliates may not be deemed to be
an Acquiring Person for any purpose of this Agreement solely by reason of
the execution, delivery or consummation of the Agreement and Plan of
Merger, dated as of March 20, 1998, by and among Cendant, Season and the
Company (the "Cendant Merger Agreement") and the transactions
contemplated thereby, including the Cendant Offer (as hereinafter
defined); provided, however, that Cendant, Season or any of their
Affiliates shall be deemed to be an Acquiring Person if any of them
acquire Beneficial Ownership of any shares of Common Stock other than
pursuant to the Cendant Merger Agreement and the transactions
contemplated thereby.
SECTION 1 OF THE RIGHTS AGREEMENT IS HEREBY FURTHER AMENDED BY ADDING THE
FOLLOWING SECTION TO THE END OF SUBSECTION (c), THE DEFINITION OF "BENEFICIAL
OWNER:"
(v) notwithstanding anything herein to the contrary, Cendant,
Season or any of their Affiliates shall not be deemed to be a Beneficial
Owner for any purpose of this Agreement of any shares of Common Stock
acquired or to be acquired pursuant to the execution, delivery or
consummation of the Cendant Merger Agreement and the transactions
contemplated thereby, including the Cendant Offer, but shall be deemed to
be the Beneficial Owner of any shares of Common Stock acquired otherwise
than pursuant to the Cendant Merger Agreement and the transactions
contemplated thereby.
SECTION 3(a) OF THE RIGHTS AGREEMENT IS AMENDED TO READ, IN ITS ENTIRETY,
AS FOLLOWS:
(a) Until the Close of Business on the day (or such later date as
may be determined by action of the Board of Directors, upon approval by a
majority of the Continuing Directors) which is the earlier of (i) the
tenth (10th) day after the
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first date of public announcement (which, for purposes of this
definition, shall include, without limitation, a report filed pursuant to
Section 13(d) under the Exchange Act) by the Company or an Acquiring
Person that an Acquiring Person has become such (or, if the tenth (10th)
day after such date occurs before the Record Date, the Close of Business
on the Record Date), or (ii) the tenth (10th) Business Day after the date
that a tender or exchange offer by any Person (other than the Company,
any Subsidiary of the Company, any employee benefit plan of the Company
or of any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of
any such plan) is first published or sent or given within the meaning of
Rule 14d-2(a) of the General Rules and Regulations under the Exchange
Act, if upon consummation thereof, such Person would be the Beneficial
Owner of fifteen percent (15%) or more of the shares of Common Stock then
outstanding (the earlier of such dates being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for
the Common Stock registered in the names of the holders of the Common
Stock (which certificates for Common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates, and (y) the
Rights will be transferable only in connection with the transfer of the
underlying shares of Common Stock (including a transfer to the Company).
As soon as practicable after the Distribution Date, the Rights Agent will
send by first-class, insured, postage prepaid mail, to each record holder
of the Common Stock as of the Close of Business on the Distribution Date,
at the address of such holder shown on the records of the Company, one or
more rights certificates, in substantially the form of Exhibit B hereto
(the "Rights Certificates"), evidencing one Right for each share of
Common Stock so held, subject to adjustment as provided herein. In the
event that an adjustment in the number of Rights per share of Common
Stock has been made pursuant to Section 11(p) hereof, at the time of
distribution of the Right Certificates, the Company shall make the
necessary and appropriate rounding adjustments (in accordance with
Section 14(a) hereof) so that Rights Certificates representing only whole
numbers of Rights are distributed
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and cash is paid in lieu of any fractional Rights. As of and after the
Distribution Date, the Rights will be evidenced solely by the Rights
Certificates. Notwithstanding anything herein to the contrary, the date
of execution, delivery or consummation of the Cendant Merger Agreement
and the transactions contemplated thereby, including the Cendant Offer,
shall not be deemed to be a Distribution Date for any purpose of this
Agreement solely by reason of such execution, delivery or consummation;
provided, however, that any other acquisition of Beneficial Ownership of
any shares of Common Stock by Cendant, Season or any of their Affiliates
otherwise than pursuant to the Cendant Merger Agreement and the
transactions contemplated thereby may give rise to a Distribution Date.
This Amendment Number One may be executed in any number of counterparts
with the same effect as if the signatures thereunto and hereto were upon the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number One to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first written above.
ATTEST: AMERICAN BANKERS
INSURANCE GROUP, INC.
By: /s/ Xxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ----------------------------------
Name: Xxx Xxxxx Name: Xxxxxx X. Xxxxxx
Title: Admin. Assistant Title: Chief Executive Officer
and President
ATTEST: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------------- ----------------------------------
Name: Xxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Vice President Title: Relationship Manager
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