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EXHIBIT 1(b)
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
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Amendment No. 1 to Rights Agreement, dated as of November 21, 1997
and effective as of May 27, 1997 (the "Amendment"), between X. Xxxxxxxx, Inc., a
Delaware corporation ("the Company"), KeyBank National Association, a national
banking association ("KeyBank") (as successor by merger to Society National
Bank), and First Chicago Trust Company of New York, a New York corporation
("First Chicago").
WHEREAS, the Company and KeyBank entered into a Rights Agreement, dated
as of January 12, 1996 (the "Rights Agreement"), under which KeyBank was
appointed to serve as the Rights Agent;
WHEREAS, KeyBank desires to be relieved of its duties as Rights Agent
under the Rights Agreement effective as of the close of business on May 27,
1997; and
WHEREAS, the Company desires to appoint First Chicago as successor
Rights Agent under the Rights Agreement effective as of the close of business on
May 27, 1997, and, in that connection, the Company, First Chicago and KeyBank
desire to amend the Rights Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. RESIGNATION OF RIGHTS AGENT. KeyBank hereby resigns as
Rights Agent under the Rights Agreement, effective as of the close of business
on May 27, 1997, and the Company accepts such resignation.
Section 2. APPOINTMENT OF SUCCESSOR RIGHTS AGENT. The Company hereby
appoints First Chicago as successor Rights Agent under the Rights Agreement,
effective as of the close of business on May 27, 1997, and First Chicago hereby
accepts such appointment.
Section 3. AMENDMENT OF RIGHTS AGREEMENT. Effective as of the
appointment of First Chicago as successor Rights Agent, the Rights Agreement
shall be and hereby is amended as follows:
(a) Section 3(c) of the Rights Agreement hereby is amended by
deleting the first sentence of the legend to be placed on certificates as set
forth therein, and replacing it in its entirety with the following:"
"This certificate also evidences and entitles the
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holder hereof to certain Rights as set forth in the
Rights Agreement dated as of January 12, 1996 (as
amended from time to time, the "Rights Agreement"), the
terms of which are hereby incorporated herein by
reference and a copy of which is on file at the
principal offices of X. Xxxxxxxx, Inc."
(b) Section 21 of the Rights Agreement hereby is amended by
deleting the number "$100,000,000" in the nineteenth to last line of Section 21
of the Rights Agreement and replacing it with "$50,000,000".
(c) Section 25 of the Rights Agreement hereby is amended
deleting the following address for notice or demand to be given to the Rights
Agent.
"Society National Bank
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxxxx Xxxxx"
and substituting in lieu thereof the following:
"First Chicago Trust Company of New York
000 Xxxxxxxxxx Xxxxxxxxx
Xxxx Xxxxx 0000
Xxxxxx Xxxx, Xxx Xxxxxx 00000-0000
Attention: Tenders & Exchanges Administration"
(d) All references in the Rights Agreement to "Society
National Bank" as Rights Agent shall for all purposes be deemed to refer instead
to "First Chicago Trust Company of New York."
Section 4. RIGHTS AGREEMENT AS AMENDED. The term "Agreement" as used in
the Rights Agreement shall be deemed to refer to the Rights Agreement as amended
hereby. This Amendment shall be effective as of May 27, 1997 and, except as set
forth herein, the Rights Agreement shall remain in full force and effect and
otherwise shall be unaffected hereby.
Section 5. EXECUTION IN COUNTERPARTS. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be herewith affixed and
attested, as of the day and year first above written.
Attest: X. XXXXXXXX, INC.
/s/ B.R. Colbow By:/s/Xxxxxx X. Xxxxxxxx
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Name: B.R. Colbow Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer Title: Executive Vice
President
Attest: KEYBANK NATIONAL ASSOCIATION
/s/ Xxxxxxxx Xxxx By: /s/Xxxxx X. Xxxxxx
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Name: Xxxxxxxx Xxxx Name: Xxxxx X. Xxxxxx
Title: Vice President Title: Vice President
Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx
Title: Assistant Vice President Title: Assistant Vice President
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