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EXHIBIT 99(a)
THIRD AMENDMENT (this "Amendment"), dated as of February 26,2001,
between NEWCOR, INC., a Delaware corporation (the "Company"), and CHASEMELLON
SHAREHOLDER SERVICES, L.L.C., a New Jersey limited liability company (the
"Rights Agent"), to the RIGHTS AGREEMENT, dated as of January 12, 2000, between
the Company and the Rights Agent (as amended, the "Rights Agreement").
A. Reference is made to the Rights Agreement. Capitalized terms
used but not otherwise defined herein have the meaning
assigned to them in the Rights Agreement.
B. The Company and the Rights Agent have agreed to amend certain
provisions of the Rights Agreement.
Accordingly, the parties hereto agree as follows:
Section 1. Amendment to Section 1(a). Section 1(a) of the Rights
Agreement is hereby amended by replacing the parenthetical language
immediately after "outstanding" in the third line thereof with the
following:
"(or with respect to Exx, Inc. and Xxxxx X. Xxxxx, together with all
their Affiliates and Associates, more than (1) 23.5% of the shares of
Common Stock then outstanding prior to January 1, 2002; (2) 25.5% of
the shares of Common Stock then outstanding from and including January
1, 2002 to and including December 31, 2003; (3) 27.5% of the shares of
Common Stock then outstanding from and including January 1, 2004 to and
including December 31, 2004; and (4) 30% of the shares of Common Stock
then outstanding from and after January 1, 2005)".
Section 2. Rights Agreement. Except as specifically stated herein, the
Rights Agreement shall continue in full force and effect in accordance
with the provisions thereof. As used therein, the terms "Agreement",
"herein", "hereunder", "hereto", "hereof" and words of similar import
shall, unless the context otherwise requires, refer to the Rights
Agreement as modified hereby.
Section 3. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws
of such state applicable to contracts made and to be performed entirely
within such state.
Section 4. Counterparts. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes by
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
Amendment to be duly executed as of the day and year first above
written.
NEWCOR, INC.
By: /s/ XXXXX X. XXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: President & CEO
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights Agent
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice-President
