Exhibit 4.2
FIRST AMENDMENT TO
THE RIGHTS AGREEMENT
BETWEEN
SLH CORPORATION
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY
THIS FIRST AMENDMENT TO THE RIGHTS AGREEMENT is made and entered into as of
the 30th day of March, 1998, by and between SLH Corporation, a Kansas
corporation "SLH") and American Stock Transfer & Trust Company (the "Rights
Agent").
W I T N E S S E T H:
WHEREAS, SLH and the Rights Agent entered into that certain Rights
Agreement dated January 31, 1997 (the "Rights Agreement"); and
WHEREAS, in connection with the proposed merger between SLH and Syntroleum
Corporation, SLH and the Rights Agent deem it desirable to amend the Rights
Agreement as set forth below;
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein and in the Rights Agreement, the parties hereto agree
as follows:
1. Section 1(a) of the Rights Agreement is amended, effective upon
execution of the Agreement and Plan of Merger Agreement by and between SLH and
Syntroleum Corporation, pursuant to Section 27 of the Rights Agreement by adding
the following sentence to the end of Section 1(a) thereof:
"Notwithstanding anything in this Section 1(a) relating to the definition
of Acquiring Person to the contrary, neither Xxxxxxx X. Xxxx, Xxxx X. Xxxx
nor members of their immediate families, individually or collectively,
shall be deemed an Acquiring Person in connection with the announcement,
performance or consummation of the Agreement and Plan of Merger between SLH
Corporation and Syntroleum Corporation, dated as of March 30, 1998 and any
amendment or modification thereof."
2. Except as expressly amended hereby, the Rights Agreement shall remain
in full force and effect in accordance with the provisions thereof.
3. This First Amendment shall be deemed to be a contract made under the
laws of the State of Kansas and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
4. This First 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.
SLH CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Xxxxx X. Xxxxxx, President
ATTEST:
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxx, Secretary
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Print Name: Xxxxxxx X. Xxxxxx
-----------------------------
Title: Vice President
----------------------------------
ATTEST:
By: /s/ Xxxxxxxxx X. Xxxxx
-----------------------------
Print Name: Xxxxxxxxx X. Xxxxx
---------------------
Title: Vice President
--------------------------
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