XXXX, INC.
(FORMERLY XXXX INDUSTRIES, INC.)
and
THE FIRST NATIONAL BANK OF CHICAGO
Rights Agent
AMENDMENT NO. 1
to
AMENDED AND RESTATED RIGHTS AGREEMENT
Dated as of April 6, 1990
February 22, 1996
The undersigned do hereby amend the Amended and Restated Rights
Agreement dated as of April 6, 1990, by and between Xxxx, Inc., formerly Xxxx
Industries, Inc., a Delaware Corporation, and The First National Bank of
Chicago, a national banking association (the "Rights Agent"), as set forth
herein. Capitalized terms used herein which are defined in the Agreement are
intended to have the meanings set forth therein.
1. The following exception (iii) shall be added to the definition of
"Acquiring Person" in Section 1(a), at the end of the first sentence thereof:
"(iii) X. X. Xxxxxx & Co., Incorporated, for so long as the
number of voting Shares Beneficially Owned by it does not exceed
3,899,156."
2. The following sentence shall be added at the end of Section 3(a):
"Notwithstanding the foregoing, no Distribution Date shall be
deemed to have occurred by reason of the public announcement
(including the public announcement prior to the date hereof) that
X. X. Xxxxxx & Co., Incorporated, has acquired Beneficial
Ownership of Voting Shares not exceeding 3,899,156 in number."
3. The definition of "Final Expiration Date" in Section 7(b) shall be
changed to August 25, 1999.
4. The following paragraph (c) shall be added at the end of Section
28:
"(c) Prior to the Final Expiration Date, not less frequently than
every three years, the Company shall provide for holders of Voting
Shares to vote, on an advisory basis, on the question of whether the
Final Expiration Date should
EXHIBIT 4.7
be extended or whether the Agreement should be allowed to expire in
accordance with its terms. Any such vote shall be nonbinding, shall be
solely for consideration by the Board of Directors, and shall have no
legal effect whatsoever."
IN WITNESS WHEREOF, the parties hereto have caused this amendment to
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
ATTEST XXXX, INC.
(FORMERLY XXXX INDUSTRIES, INC.)
/s/ XXXXXXX XXXXXXXXXXX, XX. /s/ XXXXXXX X. XXXXXX
By: _________________________________ By: _______________________________
Name: Xxxxxxx Xxxxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxx
Title: Corporate Counsel and Title: Vice President, General
Assistant Secretary Counsel and Secretary
ATTEST THE FIRST NATIONAL BANK OF CHICAGO
/s/ XXXXXX X. FERRARI /s/ XXXXX X. XXXXXXX
By: _____________________________ By: _______________________________
Name: Xxxxxx X. Ferrari Name: Xxxxx X. Xxxxxxx
Title Vice President Title: Assistant Vice President
