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Exhibit 4
AMENDMENT NO. 4 TO
RIGHTS AGREEMENT
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Amendment No. 4 (this "Amendment"), dated as of February 25, 1997, to
the Rights Agreement, dated as of March 28, 1994, between Petrolite
Corporation, a Delaware corporation (the "Company"), and Society National Bank
(the "Rights Agent"), as amended by Amendment No. 1, dated as of December 1,
1994, Amendment No. 2, dated as of February 7, 1995, and Amendment Xx. 0,
xxxxx xx xx Xxxxxxxx 00, 0000 (xx amended, the "Rights Agreement").
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend the Rights
Agreement in accordance with Section 27 thereof;
WHEREAS, an Agreement and Plan of Merger, dated as of February 25, 1997
(the "Merger Agreement"), has been entered into among Xxxxx Xxxxxx
Incorporated ("BHI"), Xxxxx Xxxxxx Missouri, Inc., Xxxxx Xxxxxx Delaware,
Inc., the Company and Wm. X. Xxxxxxxxx & Company ("Xxxxxxxxx"), which Merger
Agreement provides for, among other things, the acquisition by BHI, directly
or indirectly, of all of the outstanding capital stock of each of Xxxxxxxxx
and the Company;
WHEREAS, the Company has agreed to amend certain provisions of the
Rights Agreement in connection with the execution and delivery of the Merger
Agreement;
WHEREAS, all acts and things necessary to make this Amendment valid and
enforceable have been performed and done; and
WHEREAS, Society National Bank has been merged into Key Corp.
Shareholder Services, Inc. and, pursuant to Section 20 of the Rights
Agreement, is the successor to the Rights Agent.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties agree that the Rights Agreement is
hereby amended as follows:
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Exhibit 4
1. Section 1 of the Rights Agreement is amended by adding the
following new paragraph at the end of Section 1 immediately following the new
paragraph added by Amendment No. 3 to the Rights Agreement, dated as of
November 27, 1996:
Notwithstanding anything in this Amendment
that might otherwise be deemed to the
contrary, none of the execution and delivery
of the Agreement and Plan of Merger, dated as
of February 25, 1997, among Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxx Xxxxxx Missouri, Inc.,
Xxxxx Xxxxxx Delaware, Inc., the Company and
Wm. X. Xxxxxxxxx & Co. (the "Merger
Agreement"), the conversion of shares of
Capital Stock and Xxxxxxxxx Common Stock (as
defined in the Merger Agreement) into the
right to receive Parent Common Stock (as
defined in the Merger Agreement) in
accordance with Article 4 of the Merger
Agreement, and the consummation of the
Company Merger (as defined in the Merger
Agreement) and the Xxxxxxxxx Merger (as
defined in the Merger Agreement) or any other
transaction contemplated by the Merger
Agreement will cause (i) the Rights to become
exercisable under this Amendment, (ii) Wm. X.
Xxxxxxxxx & Co., Xxxxx Xxxxxx Incorporated or
any of its Subsidiaries (as defined in the
Merger Agreement) or Affiliates to be deemed
an Acquiring Person, (iii) any such event to
be deemed a "flip-over transaction or event"
or (iv) a Stock Acquisition Date, the
Distribution Date, a Section 11(a)(ii) Event,
a Section 13 Event or a Triggering Event to
occur. If all the conditions to the
Xxxxxxxxx Merger and the Company Merger set
forth in the Merger Agreement, other than the
condition set forth in Section 9.2(d) of the
Merger Agreement, shall have been fulfilled
or waived in accordance with the Merger
Agreement, and at such time the Merger
Agreement shall not have been terminated in
accordance with the terms thereof, all Rights
shall expire
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Exhibit 4
immediately prior to the Xxxxxxxxx Effective
Time (as defined in the Merger Agreement), and
shall have no further force or effect after
such expiration.
2. Section 7(a) of the Rights Agreement is amended by replacing
"Section 13(d)" in clause (iv) thereof with "Section 13(d) or Section 1".
3. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment, but shall remain in full force and
effect. This Amendment may be executed in one or more counterparts, all of
which shall be considered one and the same amendment and each of which shall
be deemed an original.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed, all on the day and year first above written.
Attest: PETROLITE CORPORATION
By: s\Xxxxxxx X. Xxxxxx By: s\Xxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxx
Secretary Vice President and
Chief Financial Officer
Attest: KEY CORP. SHAREHOLDER
SERVICES, INC.
By: s\Xxxxxxxx Xxxxx By: s\Xxxxxxx Xxxx
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Xxxxxxx Xxxx
Vice President
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