AMENDMENT NO. 1 dated as of March 4, 2011 to SHAREHOLDER PROTECTION RIGHTS AGREEMENT between THE ST. JOE COMPANY and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent
Exhibit 4.1
AMENDMENT NO. 1
dated as of
March 4, 2011
to
between
THE ST. XXX COMPANY
and
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,
as Rights Agent
AMENDMENT NO. 1
to
Amendment No. 1, dated as of March 4, 2011, (this “Amendment”) to the SHAREHOLDER
PROTECTION RIGHTS AGREEMENT, dated as of February 15, 2011, between The St. Xxx Company, a Florida
corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York
limited liability trust company, as Rights Agent (the “Rights Agent).
WITNESSETH:
WHEREAS, pursuant to Section 5.5 of the Agreement, the Company and the Rights Agent may amend
the Agreement in any respect without the approval of any holders of Rights prior to the Flip-In
Date (as defined in the Agreement);
WHEREAS, the Flip-In Date has not occurred;
NOW THEREFORE, in consideration of the premises, the parties hereby agree to amend the
definition of Expiration Date as follows:
“Expiration Date” shall mean March 4, 2011.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
| THE ST. XXX COMPANY |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxx | |||
| Title: | Chairman of the Board | |||
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC |
||||
| By: | /s/ Xxxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxx | |||
| Title: | Counsel | |||
