EXHIBIT 4.1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment"), dated as
of June 30, 2006, is between CENTRUE FINANCIAL CORPORATION (f/k/a, Kankakee
Bancorp, Inc.), a Delaware corporation (the "Company"), and LASALLE BANK
NATIONAL ASSOCIATION, as Rights Agent (the "Rights Agent"), and amends the
Rights Agreement, dated as of May 11, 1999, between the Company and the Rights
Agent, as amended by Amendment No. 1 to Rights Agreement dated as of May 9, 2000
(the "Rights Agreement").
RECITALS
A. The Board of Directors of the Company anticipates approving an
Agreement and Plan of Reorganization (the "MERGER AGREEMENT") between the
Company and UnionBancorp, Inc., a Delaware corporation ("Union"), providing for
the merger of the Company with and into Union.
B. The Board of Directors of the Company has determined that the Merger
is fair to and in the best interests of the Company and its stockholders.
C. The willingness of Union to enter into the Merger Agreement is
conditioned on, among other things, the amendment of the Rights Agreement on the
terms set forth herein.
D. Section 27 of the Rights Agreement provides that, among other
things, as long as the Rights are then redeemable, the Company may in its sole
and absolute discretion, and the Rights Agent shall if the Company so directs,
supplement or amend any provision of the Rights Agreement in any respect without
the approval of any holders of the Rights.
E. The Company believes that it is in the best interests of the Company
and its stockholders to amend the Rights Agreement as set forth below.
F. The amendment to the Rights Agreement described herein was approved
by the unanimous vote of the Board of Directors of the Company at a duly called
meeting held on June 30, 2006, at which a quorum was continuously present.
G. All capitalized terms used, but not otherwise defined, herein shall
have the meanings ascribed to them in the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby agree
as follows:
AGREEMENTS
Section 1. The Rights Agreement is hereby amended as follows:
1.1 Amendment to Section 1.
a. The definition of "Acquiring Person" set forth in Section 1(a)
of the Rights Agreement is hereby amended by inserting the following
text immediately after the period concluding the definition:
"Notwithstanding the foregoing or anything to the contrary in
this Rights Agreement, "Acquiring Person" shall not include
Union, any Affiliate of Union, any Associate of Union, or any
Beneficial Owner of Union."
b. The definition of "Distribution Date" set forth in Section
1(i) of the Rights Agreement is hereby amended by inserting the
following text immediately after the period concluding the definition:
"Notwithstanding the foregoing or anything to the contrary in
this Rights Agreement, a "Distribution Date" shall not include,
and shall not occur by virtue of: (i) the negotiation, execution,
delivery or preparation of the Merger Agreement; (ii) the
negotiation, execution, delivery or preparation of the
Transaction Documents; or (iii) the consummation of the
transactions contemplated by the Merger Agreement or the
Transaction Documents."
c. The definition of "Flip-In Event" set forth in Section 1(n) of
the Rights Agreement is hereby amended by inserting the following text
immediately after the period concluding the definition:
"Notwithstanding the foregoing or anything to the contrary in
this Rights Agreement, a "Flip-In Event" shall not include, and
shall not occur by virtue of: (i) the negotiation, execution,
delivery or preparation of the Merger Agreement; (ii) the
negotiation, execution, delivery or preparation of the
Transaction Documents; or (iii) the consummation of the
transactions contemplated by the Merger Agreement or the
Transaction Documents."
d. The definition of "Stock Acquisition Date" set forth in
Section 1(aa) of the Rights Agreement is hereby amended by inserting
the following text immediately after the period concluding the
definition:
"Notwithstanding the foregoing or anything to the contrary in
this Rights Agreement, a "Stock Acquisition Date" shall not
include, and shall not occur by virtue of: (i) the negotiation,
execution, delivery or preparation of the Merger Agreement; (ii)
the negotiation, execution, delivery or preparation of the
Transaction Documents; or (iii) the consummation of the
transactions contemplated by the Merger Agreement or the
Transaction Documents."
e. Section 1 of the Rights Agreement is hereby amended by adding
thereto a new subsection (kk), which shall read as follows:
"(gg) "Merger Agreement" shall mean that certain Merger
Agreement, dated as of June 30, 2006, by and between the Company
and Union, as amended from time to time."
f. Section 1 of the Rights Agreement is hereby amended by adding
thereto a new subsection (ll), which shall read as follows:
"(hh) "Transaction Documents" shall mean all documents,
agreements, instruments, undertakings, approvals, consents,
certificates, registrations, notices, or statements executed and
delivered in connection with the Merger Agreement, including the
voting agreements delivered thereunder, as each may be amended
from time to time."
g. Section 1 of the Rights Agreement is hereby amended by adding
thereto a new subsection (mm), which shall read as follows:
"(ii) "Union" shall mean UnionBancorp, Inc., a Delaware
corporation.
1.2 Amendment to Section 7(a). Section 7(a) of the Rights Agreement
is hereby amended by: (a) deleting the word "or" immediately preceding the
symbol "(iii);" (b) inserting a comma in substitution for such deleted word; (c)
deleting "(the earliest of (i), (ii) and (iii) being herein referred to as the
"Expiration Date");" and (d) by adding the following text immediately after
clause (iii):
"or (iv) immediately prior to the Effective Time (as defined in
the Merger Agreement) (the earliest of such times being herein
referred to as the "Expiration Date")."
1.3 Addition of Section 35.
"SECTION 35. EXCEPTION FOR MERGER AGREEMENT AND TRANSACTION
DOCUMENTS. Notwithstanding anything to the contrary in this
Rights Agreement, no Person shall be granted or issued any
Rights, and no holder of any Rights shall be entitled to exercise
such Rights under any of the sections, terms, or provisions of
this Agreement, by reason of: (i) the negotiation, execution,
delivery or preparation of the Merger Agreement; (ii) the
negotiation, execution, delivery or preparation of the
Transaction Documents; or (iii) the consummation of the
transactions contemplated by the Merger Agreement or the
Transaction Documents."
Section 2. The Rights Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained in this Amendment.
Section 3. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended by this Amendment No. 2.
Section 4. Except as set forth herein, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
Section 5. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Section 6. Any term or provision of this Amendment that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the day and year first above written.
CENTRUE FINANCIAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: President & CEO
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LASALLE BANK NATIONAL ASSOCIATION,
as Rights Agent
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Vice President
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