EXHIBIT 4.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
This amendment is made as of July 1, 1998 by and between
Illini Corporation, an Illinois corporation (the "Company"), and
Illinois Stock Transfer Company, an Illinois corporation (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a
Rights Agreement dated as of June 20, 1997 (the "Rights
Agreement");
WHEREAS, the Company and the Rights Agent may from time to
time supplement or amend the Rights Agreement pursuant to Section
28 of the Rights Agreement;
WHEREAS, no Distribution Date (as defined in the Rights
Agreement) has occurred;
WHEREAS, an appropriate officer of the Company has delivered
a certificate to the Rights Agent which states that this
amendment complies with the terms of Section 28 of the Rights Agreement;
and
WHEREAS, all acts and things necessary to make this First
Amendment, a valid, legal and binding instrument of the Company
and the Rights Agent have been duly done, performed and fulfilled,
and the execution and delivery hereof by each of the Company and the
Rights Agent have been in all respects duly authorized by the
Company and the Rights Agent, respectively;
NOW, THEREFORE, the Company and the Rights Agent hereby
agree that:
1. Pursuant to Section 28 of the Rights Agreement, Section
1(a) of the Rights Agreement is hereby amended as follows:
(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 a Substantial Block
or who was such a Beneficial Owner at any time after the
date hereof, whether or not such Person continues to be the
Beneficial Owner of a Substantial Block, but shall not
include the Company, any Subsidiary of or other Person controlled by
the Company, any employee benefit plan of the Company or of
any Subsidiary of the Company, any Person appointed as
trustee by the Company or such Subsidiary pursuant to the terms of
any such plan in that Person's capacity as trustee or any
Excluded Acquiring Person; provided, however, that "Acquiring Person"
shall not include any of the Persons described in the
following clauses (i) through (vi) (or any group comprised
solely of such Persons) who or which would be an Acquiring
Person but for this proviso if but only if all securities of
the Company beneficially owned by all such Persons in the
aggregate shall constitute less than 32% of the Common Stock
of the Company then outstanding: (i) Xxxxxx Xxxx, XX
(deceased), any descendant of Xxxxxx Xxxx, XX (including
descendants by adoption and their descendants), or any
spouse, former spouse or surviving spouse of Xxxxxx Xxxx, XX or any
such descendants (collectively defined as the "Family
Members"); (ii) any trust which is in existence on the date
of this Agreement and which has been established by one or more
Family Members and any estate of a Family Member who died on
or before the date of this Agreement (collectively defined
as the "Family Entities"); (iii) any estate of a Family Member
who dies after the date hereof, or any trust established
after the date hereof by one or more Family Members or Family
Entities, provided that one or more Family Members, Family
Entities or charitable organizations which qualify as exempt
organizations under Section 501(c) of the Internal Revenue
Code of 1986, as amended ("Charitable Organizations"),
collectively, are the beneficiaries of at least 50% of the
actuarially-determined beneficial interests in such estate
or trust; (iv) any Charitable Organization which is established
by one or more Family Members or Family Entities (a "Family
Charitable Organization"); (v) any corporation of which a
majority of the voting power is held, directly or
indirectly, by or for the benefit of one or more Family Members, Family
Entities, estates or trusts described in clause (iii) above,
or Family Charitable Organizations; and (vi) any partnership
or other entity or arrangement of which a majority of the
voting interest is held, directly or indirectly, by or for
the benefit of one or more Family Members, Family Entities,
estates or trusts described in clause (ii) or (iii) above or
Family Charitable Organizations.
Notwithstanding the foregoing, no Person shall become
an "Acquiring Person" (i) as a result of the acquisition of
shares of Common Stock by the Company which, by reducing the
number of shares of Common Stock outstanding, increases the
proportional number of shares beneficially owned by such
Person together with all Affiliates and Associates of such
Person; provided however, that if (1) a Person would become
an Acquiring Person (but for the operation of this subclause
(i)) as a result of the acquisition of shares of Common Stock by
the Company, and (2) after such share acquisition by the
Company, such Person, or an Affiliate or Associate of such
Person, becomes the Beneficial Owner of any additional
shares of Common Stock, then such Person shall be deemed an
Acquiring Person; or (ii) if the Board of Directors determines that
such Person became an Acquiring Person inadvertently, and such
Person promptly divests itself of a sufficient number of
shares of Common Stock so that such Person is the Beneficial
Owner of such number of shares of Common Stock so that such
Person no longer would be an Acquiring Person.
Notwithstanding anything in the definition of
Beneficial Ownership to the contrary, the phrase "then outstanding,"
when used with reference to a Person's Beneficial Ownership of
securities of the Company, shall mean the number of such
securities then issued and outstanding together with the
number of such securities not then actually issued and
outstanding which such Person would be deemed to own
beneficially hereunder.
2. The term Agreement as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended hereby.
3. This First Amendment may be executed in two (2) or more
counterparts, each of such counterparts shall for all purposes be
deemed to be an original and all such counterparts shall together
constitute but one in the same instrument.
4. Terms not defined herein shall, unless the context
otherwise requires, have the meanings described to such terms in
the Rights Agreement.
5. In executing and delivering this First Amendment, the
Rights Agent shall be entitled to all of the privileges and
immunities afforded to the Rights Agent under the terms and
conditions of the Rights Agreement.
6. The parties restate all of the provisions of the Rights
Agreement and agree that all such provisions remain in effect.
If there is any conflict between the provisions of this First
Amendment and the provisions of the Rights Agreement, the
provisions of this First Amendment shall control.
7. The effective date of this First Amendment is July 1,
1998.
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be duly executed and attested, all as of the day and
year first written above.
ILLINI CORPORATION
By: /s/ Xxxxxxx X. XxXxxx
------------------------------
Xxxxxxx X. XxXxxx
Title: President
ATTEST:
By: /s/ Xxxx X. Xxxxxx
-------------------------
Xxxx X. Xxxxxx
Title: Director-Human Resources
ILLINOIS STOCK TRANSFER COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Title: President and CEO
ATTEST:
By: /s/ Xxxxx X. Xxxxx
-------------------------
Title: Divident Reinvestment Manager
