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EXHIBIT 22
AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of October 27, 1996, to the Rights Agreement, dated as
of September 23, 1996, between Big B, Inc., an Alabama corporation (the
"Company"), and First National Bank of Boston, as Rights Agent (the "Rights
Agent").
The Company and the Rights Agent have heretofore executed and entered into
the Rights Agreement. Pursuant to Section 26 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or amend the
Rights Agreement in accordance with the provisions of Section 26 thereof. All
acts and things necessary to make this Amendment a valid agreement, enforceable
according to its terms, have been done and performed, and the execution and
delivery of this Amendment by the Company and the Rights Agent have been in all
respects duly authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements set forth
herein, the parties have hereto agreed as follows:
1. Section 1(a) of the Rights Agreement is hereby amended to read in
its entirety as follows:
(a) "Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 10% or more of the shares of Common Stock then
outstanding, but shall not include (i) the Company, (ii) any Subsidiary
of the Company, (iii) any employee benefit plan of the Company or of any
Subsidiary of the Company, (iv) any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of
any such plan, (v) any member of the Bruno family, consisting of any of
Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, or any of their
siblings, lineal descendants, lineal descendants of such siblings, any
of their respective spouses or any trust established for any of their
benefit, who might otherwise be an Acquiring Person by reason of any
deemed beneficial ownership arising from arrangements which have been or
may be entered into among members of such family, (vi) Revco D.S., Inc.
("Revco"), RDS Acquisition Inc. ("RDS Acquisition"), or any of their
subsidiaries, which might otherwise be an Acquiring Person by reason of
(A) the acquisition of shares of Common Stock made pursuant to the Offer
and the Merger contemplated by the Agreement and Plan of Merger, dated
as of October 27, 1996, among the Company, Revco and RDS Acquisition and
otherwise in accordance with the provisions of such Agreement and Plan
of Merger, or (B) any deemed beneficial ownership by Revco, RDS
Acquisition, or any of their subsidiaries, arising pursuant to the
Support Agreement, dated as of October 27, 1996, between Revco and RDS
Acquisition and Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xx., Xxxxxxx X. Xxxxx
and Xxxxx X. Xxxxx, (vii) any such Person who has reported or is
required to report such ownership (but who is the Beneficial Owner of
less than 15% of the shares of Common Stock outstanding) on Schedule 13G
under the Exchange Act (or any comparable or successor report) or on
Schedule 13D under the Exchange Act (or any comparable or successor
report) which Schedule 13D does not state any intention to or reserve
the right to control or influence the management or policies of the
Company or engage in any of the actions specified in Item 4 of such
Schedule (other than the disposition of the Common Stock) and, within 10
Business Days of being requested by the Company to advise it regarding
the same, certifies to the Company that such Person acquired shares of
Common Stock in excess of 10% inadvertently or without knowledge of the
terms of the Rights and who, together with all Affiliates and
Associates, thereafter does not acquire additional shares of Common
Stock while the Beneficial Owner of 10% or more of the shares of Common
Stock then outstanding; provided, however, that if the Person requested
to so certify fails to do so within 10 Business Days, then such Person
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shall become an Acquiring Person immediately after such 10 Business Day
Period or (viii) any such Person who as of the date of this Agreement is
the Beneficial Owner of 10% or more of the shares of Common Stock
outstanding and who within 5 Business Days following the date of this
Agreement disposes of sufficient shares such that such Person shall be
and then remain thereafter a Beneficial Owner of less than 10% of the
shares of Common Stock then outstanding.
2. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of Delaware applicable to contracts
made and to be performed entirely within such State.
3. This Amendment to the Rights Agreement may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same instrument. Terms
not defined herein shall, unless the context otherwise requires, have the
meanings assigned to such terms in the Rights Agreement.
4. If any term, provision, covenant or restriction of this Amendment
to the Rights Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment to the
Rights Agreement, and of the Rights Agreement, shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
Attest: BIG B, INC.
By: /s/ XXXXX X. XXXXX By: /s/ XXXXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary Title: Vice President and
Chief Financial Officer
Attest: FIRST NATIONAL BANK OF BOSTON
By: /s/ XXXXXX X. XxXXXX By: /s/ XXXXXXX XXXX-XXXXXXX
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Name: Xxxxxx X. XxXxxx Name: Xxxxxxx Xxxx-Xxxxxxx
Title: Senior Account Manager Title: Administration Manager
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