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Exhbit (e)(11)
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
BETWEEN
XXXXXXX TRUCK LEASING, CORP.
AND
REGISTRAR AND TRANSFER COMPANY
This Amendment No. 1, dated as of the 15th day of January, 2001, is an
amendment to that certain Rights Agreement (the "Rights Agreement"), dated as
of June 1, 1999, between Xxxxxxx Truck Leasing Corp. (the "Company") and
Registrar and Transfer Company (the "Rights Agent").
WHEREAS, Section 26 to the Rights Agreement provides that as long as the
Rights defined and created by the Rights Agreement (the "Rights") are
redeemable, the Company may, in its sole and absolute discretion, and the Rights
Agent shall, if the Company so directs, supplement and amend any provision of
the Rights Agreement without the approval of any holders of the Rights or the
Common Stock of the Company, provided that no such supplement or amendment shall
be made which changes the Redemption Price (as defined in the Rights Agreement),
the Final Expiration Date (as defined in the Rights Agreement) or the number of
shares of Common Stock for which a Right is exercisable;
WHEREAS, the Company, Penske Truck Leasing Co., L.P., a Delaware limited
partnership, ("Penske") and Sun Acquisition Corporation, a Delaware corporation
("Purchaser"), have entered into an Agreement and Plan of Merger (the "Agreement
and Plan of Merger"), dated as of January 15, 2001, pursuant to which the
Purchaser will (i) make a cash tender offer to acquire all shares of the issued
and outstanding Common Stock, U.S.$1.00 par value, of the Company, including the
Rights, and (ii) merge with and into the Company, with the Company as the
surviving corporation following the merger;
WHEREAS, unless the Rights Agreement is amended, as a result of the
transactions contemplated by the Agreement and Plan of Merger, Penske and/or
Purchaser would be deemed an Acquiring Person (as defined in the Rights
Agreement) and a Triggering Event (as defined in the Rights Agreement) would
occur;
WHEREAS, the Company desires to amend the Rights Agreement as provided
herein in order to avoid a Triggering Event and hereby directs the Rights Agent
to so amend the Rights Agreement; and
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NOW THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. Amendment
Effective 12:01 A.M. on the 15th day of January, 2001, the following shall
be added to the end of the definition of Acquiring Person in Section 1(a) to the
Rights Agreement:
"Notwithstanding the foregoing, neither Penske Truck
Leasing Co., L.P., a Delaware limited partnership, nor Sun
Acquisition Corporation, a Delaware corporation, nor any of
their respective affiliates shall be deemed to be an
Acquiring Person in connection with the transactions
contemplated by the Agreement and Plan of Merger."
2. Representations and Warranties of the Company.
The Company represents and warrants to the Rights Agent that (i) this
Amendment No. 1 is permitted under the terms of the Rights Agreement, and (ii)
this Amendment No. 1 does not change the Redemption Price, the Final Expiration
Date or the number of shares of Common Stock for which a Right is exercisable
under the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
the Rights Agreement to be duly executed, all as of the day and year first above
written.
XXXXXXX TRUCK LEASING, CORP.
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------
Xxxxx X. Xxxxxxxxxx
Vice President-General Counsel
ACCEPTED AND AGREED TO:
REGISTRAR AND TRANSFER COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxx
President
