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AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT, dated as of February 10, 1998 (this "Amendment"), to the
Rights Agreement dated as of April 14, 1989, as amended as of January 11, 1994
(as amended, the "Rights Agreement"), between Scotsman Industries, Inc., a
Delaware corporation (the "Company"), and Xxxxxx Trust & Savings Bank, an
Illinois banking corporation (the "Rights Agent").
WHEREAS, pursuant to and in compliance with Section 27 of the Rights
Agreement, the Company and the Rights Agent desire to amend the Rights
Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein and in the Rights Agreement, the parties hereto
hereby agree as follows:
Section 1. Section 27 of the Rights Agreement is hereby amended to
substitute the following for the fourth sentence of Section 27:
"Without limiting the foregoing, the Company may at any time prior to
such time as any Person becomes an Acquiring Person amend this Agreement
to lower the thresholds set forth in Section 1(a) (other than the 95%
threshold set forth in clause (x) of Section 1(a)) and/or to lower the
threshold set forth in Section 3(a) and/or to lower the thresholds set
forth in Sections 11(a)(ii)(B) and 11(a)(iii) (other than the threshold
set forth in the proviso contained in Section 11(a)(iii)), in each case,
to a percentage that (subject to exceptions for specified Persons or
Groups excepted from the definition of "Acquiring Person") is not less
than the greater of (x) any percentage greater than the largest
percentage of the outstanding shares of Common Stock then known by the
Company to be beneficially owned by any Person (other than the Company,
any Subsidiary of the Company, any employee benefit plan of the Company
or any Subsidiary of the Company, any entity holding shares of Common
Stock for or pursuant to the terms of any such plan or any Person or
Group otherwise excepted from the definition of "Acquiring
Person") and (y) 10%; provided, however, that if the thresholds set forth
in Sections 11(a)(ii)(B) and 11(a)(iii) (other than the threshold set
forth in the proviso contained in Section 11(a)(iii)) are reduced to a
percentage which is less than 20%, then the thresholds set forth in
Section 1(a)
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(other than the 95% threshold set forth in clause (x) of Section 1(a))
shall also be reduced to the same percentage."
Section 2. The form of Right Certificate attached to the Rights
Agreement as Exhibit A, as amended by Amendment No. 1 to Rights Agreement
dated as of January 11, 1994, is hereby further amended by adding the following
phrase after the words "as amended as of January 11, 1994" which were added by
such Amendment No. 1:
"and February 10, 1998"
Section 3. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware.
Section 4. 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.
Section 5. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the day and year first above
written.
SCOTSMAN INDUSTRIES, INC.
Attest:
Xxxxxx X. Xxxxxx By: Xxxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Vice President-Finance Title: Chairman of the Board,
President and CEO
XXXXXX TRUST & SAVINGS BANK
Attest:
Xxxxx X. Xxxxxx By: Xxx Xxxx
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Name: Xxxxx X. Xxxxxx Name: X. X. Xxxx
Title: Assistant Vice Title: Assistant Vice
President President
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