Exhibit 4.2
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
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Amendment No. 1, dated as of August 27, 1997 (the "Amendment"),
between Culligan Water Technologies, Inc., a Delaware corporation (the
"Company"), and American Stock Transfer and Trust Company, a New York
corporation (the "Rights Agent").
WHEREAS, the Company and The First National Bank of Boston, a national
banking association, entered into a Rights Agreement, dated as of September 13,
1996 (the "Rights Agreement"), and that since the date the Rights Agreement was
executed, The First National Bank of Boston has resigned as Rights Agent and
American Stock Transfer and Trust Company has been appointed as the successor
Rights Agent; and
WHEREAS, in accordance with Section 26 of the Rights Agreement, the
Company desires to amend the Rights Agreement and to set forth the terms of the
amendments in this Amendment;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:
Section 1. Amendment of Definition of "Final Expiration Date".
Section 7(a) of the Rights Agreement is amended to delete the phrase "September
13, 1997" and to substitute in its place "September 13, 1998."
Section 2. Amendment of Definition of "Exempted Person". Section
1(g) of the Rights Agreement is amended by adding immediately after the words
"Common Stock outstanding on September 3, 1996" and before the comma and words
"and such Person's Affiliates and Associates" the following parenthetical
clause:
"(other than a Person who did not continue to be the Beneficial Owner, as
of August 27, 1997, of securities representing fifteen percent (15%) or
more of the outstanding shares of Common Stock outstanding on August 27,
1997)"
Section 3. Amendment of Capital Requirement for Rights Agent.
Section 21 of the Rights Agreement is amended to delete the phrase "$50,000,000"
and to substitute in its place "$10,000,000."
Section 4. Rights Agreement as Amended. The term "Agreement" as used
in the Rights Agreement shall be deemed to refer to the Rights Agreement as
amended hereby. The foregoing amendments shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
Section 5. Execution in Counterparts. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed, all as of the day and year first above written.
CULLIGAN WATER TECHNOLOGIES, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
AMERICAN STOCK TRANSFER AND
TRUST COMPANY
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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