AMENDMENT TO RIGHTS AGREEMENT
This amendment to Rights Agreement (this "Amendment") is made as of this
25th day of July, 1997, by and between Pancho's Mexican Buffet, Inc., a
Delaware corporation (the "Company"), and Continental Stock Transfer &
Trust Company, a New York corporation ("Continental"), as successor Rights
Agent to KeyCorp. Shareholder Services, Inc. (the "Rights Agent"):
WHEREAS, the Company has removed KeyCorp. as Rights Agent
pursuant to Section 21 ("Section 21") of the Rights Agreement
(the "Rights Agreement") between the Company and KeyCorp., as
Rights Agent, and appointed Continental as successor Rights Agent
pursuant to Section 21; and
WHEREAS, Continental does not have a regular office in the State
of Texas as is currently required of a Rights Agent by Section 21
or a combined capital and surplus in an amount required by
Section 21.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. The fifth sentence of Section 21 is hereby amended and
restated to read in its entirety as follows:
Any successor Rights Agent, whether appointed by the
Company or by such a Court, shall be a corporation
organized and doing business under the laws of the
United States or of any state of the United States,
in good standing, having an office in the United
States which is authorized under such laws to
exercise corporate trust powers and is subject to
supervision or examination by federal or state
authority.
2. All references in the Rights Agreement to KeyCorp.
Shareholder Services, Inc. as the Rights Agent shall be
replaced by references to Continental Stock Transfer &
Trust Company, as successor Rights Agent.
3. The Rights Agreement, as amended by this Amendment,
shall remain in full force and effect in accordance with
its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the date and year first above
written.
PANCHO'S MEXICAN BUFFET, INC.
By: /s/Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Senior Vice President, Administration
and Secretary
Attest:
/s/Xxxx Xxxxx
Vice President, Treasurer
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By: /s/Xxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxx
Vice President
Attest:
/s/Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Assistant Secretary
