1
EXHIBIT 7
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT, dated as of December 28, 1999,
between RENEX CORP., a Florida corporation (the "Company"), and CONTINENTAL
STOCK TRANSFER AND TRUST COMPANY, a New York corporation (the "Rights Agent").
R E C I T A L S:
A. The Company and the Rights Agent entered into a Rights Agreement
as of November 6, 1998 (the "Rights Agreement");
B. Pursuant to Section 26 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend the Rights Agreement
in accordance with the provisions of Section 26 thereof;
C. All acts necessary to make this Amendment a valid agreement
according to its terms have been done and performed; and
D. The execution and delivery of this Agreement by the Company and
the Rights Agent have been in all respects authorized by the Company and the
Rights Agent.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein and such other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. RECITATIONS. The above recitations are true and correct and are
incorporated herein by this reference.
2. Section 1(a) of the Rights Agreement is hereby modified and
amended to read in its entirety 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 20% or more of the shares of Common Stock then outstanding,
but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii)
any employee benefit plan of the Company or of any Subsidiary of the Company,
(iv) any Person or entity organized, appointed or established by the Company for
or pursuant to the terms of any such plan, (v) any Person who becomes an
Acquiring Person solely as a result of a reduction in the number of shares of
Common Stock outstanding due to the repurchase of shares of Common Stock by the
Company, unless and until such Person shall purchase or otherwise become the
Beneficial Owner of additional shares of Common Stock constituting 1% or more of
the then outstanding shares of Common Stock or (vi) National Nephrology
Associates, Inc. a Delaware corpora tion, or any wholly owned subsidiary thereof
(collectively, "NNA") from and after the date (the "Offer Date") any shares of
Common Stock are accepted for purchase pursuant to the Offer (as defined in the
Agreement and Plan of Merger, dated as of December 28, 1999 (the "Merger
Agreement") among National Nephrology Associates, Inc., a Delaware corporation,
and the Company), and prior to the Offer Date so long as the Merger Agreement
shall not have been terminated in accordance with its terms.
3. Section 3(a) of the Rights Agreement is hereby amended by adding
as the second sentence thereto the following:
"Notwithstanding the foregoing, neither the first public
announcement of the intent of NNA to commence the Offer (as defined
in the Merger Agreement) nor the commencement of the Offer, shall
cause the Distribution Date to occur."
2
4. The introductory clause of Section 11(a) (ii)(C) is hereby
amended to read in its entirety:
"(C) the Board of Directors of the Company shall declare any Person
(except NNA so long as the Merger Agreement shall not have been
terminated in accordance with its terms) to be an Adverse Person
upon:"
5. Except as expressly amended hereby, the Rights Agreement remains
in full force and effect in accordance with its terms.
6. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
7. This Amendment to the Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed an original, and all such counterparts shall together constitute but one
and the same instrument.
8. Except as expressly set forth herein, this Amendment to the
Rights Agreement shall not by implication or otherwise alter, modify, amend or
in any way affect any of the terms, conditions, obligations, cove nants or
agreements contained in the Rights Agreement, all of which are ratified and
affirmed in all respects and shall Continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date and year first above written.
RENEX CORP.
By: /s/ XXXXX X. XXXX
-----------------------------------------
XXXXX X. XXXX
President/Chief Executive Officer
CONTINENTAL STOCK TRANSFER AND
TRUST COMPANY
By: /s/ XXXXX XXXXXXXXXX
-----------------------------------------
Name: XXXXX XXXXXXXXXX
---------------------------------------
Title: VICE PRESIDENT
--------------------------------------
- 2 -
