Exhibit 4b
SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT dated as of January 28, 2000, by and
between Atrion Corporation, a Delaware corporation (the "Company") and American
Stock Transfer & Trust Company (the "Rights Agent").
RECITALS
A. The Company and the Rights Agent are parties to that certain Rights Agreement
dated as of February 1, 1990, as heretofore amended (the "Rights Agreement").
B. The Rights Agreement provides that the Rights (as defined in the Rights
Agreement) may be exercised after the Distribution Date (as defined in the
Rights Agreement) at or prior to the earliest to occur of the close of business
on February 1, 2000 which is defined as the "Final Expiration Date" and two
other events set forth therein.
D. The Board of Directors of the Company desires to extend the Final Expiration
Date until February 1, 2005.
NOW THEREFORE, in consideration of the mutual agreements set forth herein, and
in accordance with Section 27 of the Rights Agreement, the Company and the
Rights Agent hereby agree as follows:
1. Clause (i) of Section 7(a) of the Rights Agreement is hereby amended by
deleting said clause in its entirety and substituting the following in lieu
thereof:
"(i) the close of business on February 1, 2005 (the "Final Expiration Date"),"
2. Except as amended hereby, the Rights Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Second Amendment on the date
first written above.
ATRION CORPORATION
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By: /s/ Xxxxx X. Xxxxxx
Its Chairman and President
AMERICAN STOCK TRANSFER & TRUST
COMPANY
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By: /s/ Xxxxxxx X. Xxxxxx
Its Vice President
