Exhibit 7
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 to the Rights Agreement (the "Agreement")
dated as of February 5, 1996 by and between Xxxxxxx Financial Corporation (the
"Company") and ChaseMellon Shareholder Services, L.L.C. ("Chase") is entered
into as of November 4, 1996 by and between the Company and American Stock
Transfer & Trust Company ("AST").
WHEREAS, the Company has appointed AST as the successor Rights
Agent under the Agreement; and
WHEREAS, Section 21 of the Agreement currently provides that
any successor Rights Agent shall have "at the time of its appointment as Rights
Agent a combined capital and surplus of at least $100,000,000," and the Company
has waived such requirement with respect to AST;
NOW, THEREFORE, in consideration of the foregoing and of other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Unless the context otherwise indicates, terms used in
this Amendment without definition shall have the respective meanings set forth
in the Agreement.
2. Section 21 of the Agreement is hereby amended by deleting
the words "a combined capital and surplus of at least $100,000,000" and
replacing it with the words "a combined capital and surplus of at least
$10,000,000."
3. All references in the Agreement to "ChaseMellon
Shareholder Services, L.L.C." shall be deemed to be references to "American
Stock Transfer & Trust Company."
4. Section 26 of the Agreement is hereby amended by deleting
the address of the Rights Agent and replacing it with the following:
American Stock Transfer & Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Shareholder Services
5. Except as otherwise specifically provided herein, all
terms, provisions, covenants, representations, warranties, agreements, and
conditions of the Agreement shall remain unchanged and in full force and effect.
6. Each reference to the terms "Agreement," "hereof,"
"hereunder," and words of similar import contained in the Agreement shall, upon
execution of this Amendment be deemed to be a reference to the Agreement, as
amended by this Amendment, and each such reference in all other documents
related thereto shall be deemed to be a reference to the Agreement as amended
hereby;
7. To facilitate execution, this Amendment may be executed
in counterparts, and it shall not be necessary that the signatures of, or on
behalf of, each party, or that the signatures of all persons required to bind
any party, appear on each counterpart; but it shall be sufficient that the
signatures of, or on behalf of each party, or that the signatures of the persons
required to bind any party, appear on one or more of the counterparts. All
counterparts shall collectively constitute a single agreement, and it shall not
be necessary in making proof of this Amendment to produce or account for more
than a number of counterparts containing the respective signatures, of or on
behalf of, all of the parties hereto.
IN WITNESS WHEREOF, each of the undersigned has caused this
Amendment No. 1 to Rights Agreement to be executed on its behalf as of the date
set forth above.
XXXXXXX FINANCIAL CORPORATION
Attest:
By /s/ Xxx X. Xxxxxx By /s/ Xxxxx X. Xxxxx
----------------- ----------------------
Name: Xxx X. Xxxxxx Name: Xxxxx X. Xxxxx
Title: Secretary Title: Chairman and Chief
Executive Officer
Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By /s/ Xxxxx Xxxxxx By /s/ Xxxxxxx X. Xxxxxx
---------------- ---------------------
Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
