Amendment to Section 1(a) of the Rights Agreement. Section 1(a) of the Rights Agreement is hereby modified, amended and restated in its entirety as follows:
Amendment to Section 1(a) of the Rights Agreement. The definition of “Acquiring Person” set forth in Section 1(a) of the Rights Agreement is hereby amended by adding the following new paragraph to the end of Section 1(a): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, neither Xxxxxx Xxxxxxx & Co. Incorporated, CIBC nor Xxxxxxx & Co. (the “Initial Purchasers”) nor any of such parties’ Affiliates or Associates shall be deemed to be an Acquiring Person solely by reason of the acquisition by the Initial Purchasers of $50,000,000 principal amount of the Company’s 3% Convertible Notes Due 2009 (the “Firm Securities”) and, to the extent applicable, the acquisition by the Initial Purchasers of an additional $10,000,000 principal amount of the Company’s 3% Convertible Notes Due 2009 (the “Additional Securities” and, the Additional Securities together with the Firm Securities, the “Securities”), for the purpose of distributing such Securities in accordance with the procedures set forth under the heading “Plan of Distribution” in the offering memorandum prepared by the Company in connection with the sale of the Securities. Immediately upon the completion of such planned distribution of Securities, the exemption contemplated by this paragraph shall automatically terminate without any action required on the part of the Company or the Initial Purchasers or any other party.”
Amendment to Section 1(a) of the Rights Agreement. The definition of Section 1(a) of the Rights Agreement is deleted and replaced in its entirety by the following:
