EXHIBIT 4.1(C)
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
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This Amendment No. 2 is dated as of May 20, 1999, to the Rights Agreement,
dated as of November 25, 1998, as amended, (the "Rights Agreement"), between
Citation Corporation, a Delaware corporation (the "Company"), and The Bank of
New York, as rights agent (the "Rights Agent"). All capitalized terms used
herein shall have the meanings ascribed to them in the Rights Agreement.
WHEREAS T. Xxxxxx Xxxxxxx, an individual resident of the state of Alabama
having Direct or Indirect Beneficial Ownership of in excess of 15% of the shares
of Common Stock then outstanding on November 25, 1998, has proposed to transfer
Direct or Indirect Beneficial Ownership of all or a portion of the shares of
Common Stock owned by him individually to three limited liability companies to
be known as Xxxxxxx One Investments, L.L.C., Xxxxxxx Two Investments, L.L.C. and
Xxxxxxx Three Investments, L.L.C. and to two trusts to be known as The Xxxxxx
Xxxxxxx Irrevocable Trust and the Xxxxxxx Family Irrevocable Trust;
WHEREAS the Company desires to amend the Rights Agreement to render the
Rights inapplicable to the proposed transfers;
WHEREAS the Company deems this Amendment to the Rights Agreement to be
necessary and advisable and in the best interests of the holders of the Rights
and has duly approved this Amendment; and
WHEREAS Section 27 of the Rights Agreement permits the Company and the
Rights Agent at any time to amend the Rights Agreement in the manner provided
herein and provides that this Amendment shall become effective immediately upon
execution by the Company and the Rights Agent.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows:
1. Section 1 of the Rights Agreement is hereby amended by adding the
following definitions:
(kk) "Xxxxxxx LLCs" shall mean Xxxxxxx One Investments, L.L.C.,
Xxxxxxx Two Investments, L.L.C. and Xxxxxxx Three Investments, L.L.C.
(ll) "Xxxxxxx Transfers" shall mean the transfer by T. Xxxxxx Xxxxxxx
to the Xxxxxxx LLCs or the Xxxxxxx Trusts of all or a portion of the shares
of Common Stock which were Beneficially Owned by T. Xxxxxx Xxxxxxx as of
November 25, 1998, and any subsequent transfers of such shares of Common
Stock by and among the Xxxxxxx LLCs and the Xxxxxxx Trusts.
(mm) "Xxxxxxx Trusts" shall mean The Xxxxxx Xxxxxxx Irrevocable Trust
and the Xxxxxxx Family Irrevocable Trust.
2. Section 1 of the Rights Agreement is hereby further amended by adding
the following new paragraph as the last paragraph of Section 1:
"Notwithstanding anything in this Agreement to the contrary, none of the
Xxxxxxx LLCs or the Xxxxxxx Trusts or any of their respective Affiliates or
Associates shall become an Acquiring Person, no Stock Acquisition Date or
Distribution Date shall occur, no Rights shall separate from the Common
Stock or otherwise become exercisable and no adjustment shall be made
pursuant to Section 11 solely by reason of the consummation or approval of
the Xxxxxxx Transfers."
3. The Rights Agreement shall not otherwise be supplemented or amended by
virtue of this Amendment, but shall remain in full force and effect as amended
hereby.
4. The Rights Agent is hereby directed, immediately prior to any
Distribution Date, to make such amendments to the form of Right Certificate
attached to the Rights Agreement to conform with the Rights Agreement as amended
by this Amendment and any subsequent amendments thereto.
5. This Amendment shall be governed by and construed in accordance with
the law of the State of Delaware applicable to contracts to be made and
performed entirely within such State.
6. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
7. This Amendment shall be deemed effective as of the date first written
above.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
the Rights Agreement to be duly executed and attested, all as of the date first
above written.
Attest: CITATION CORPORATION
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx
Title: Vice President and Title: President and CEO
Corporate Secretary
WITNESS: THE BANK OF NEW YORK
By: /s/ Xxxx Xxxxxxxxx By /s/ Xxxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxx
Title: Vice President Title: Vice President
