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EXHIBIT 1(a)
AMENDMENT NUMBER ONE TO RIGHTS AGREEMENT
AMENDMENT NUMBER ONE dated as of March 2, 1999 to the Rights Agreement
dated as of May 28, 1998 (the "Rights Agreement") between AMRESCO, Inc., a
Delaware corporation (the "Company"), and The Bank of New York, as Rights Agent
(the "Rights Agent").
W I T N E S S E T H
WHEREAS, the parties hereto desire to amend the Rights Agreement in
certain respects;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References.
(a) Unless otherwise specifically defined herein, each term used
herein which is defined in the Rights Agreement has the meaning assigned to
such term in the Rights Agreement. Each reference to "hereof," "hereunder,"
"herein" and "hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in the Rights
Agreement shall, after this Amendment becomes effective, refer to the Rights
Agreement as amended hereby.
(b) Section 1 of the Rights Agreement is hereby amended by deleting
the definition of "Disinterested Director" contained therein.
SECTION 2. Form of Rights Certificates. Section 4(b) of the Rights
Agreement is hereby amended by deleting the words "the Disinterested Directors
have determined" from clause (iii)(B) thereof.
SECTION 3. Exercise of Rights; Purchase Price; Expiration Date of
Rights. Section 7(e) of the Rights Agreement is hereby amended by deleting the
words "the Continuing Directors have determined" from clause (iii)(B) of the
first sentence thereof.
SECTION 4. Adjustment of Purchase Price; Number and Kind of Shares or
Number of Rights. Section 11 of the Rights Agreement is hereby amended by
replacing the words "a majority of the Disinterested Directors" in subsection
(a)(ii)(A) thereof with the words "the Board of Directors, prior to the public
announcement of such tender or exchange offer," and by replacing each
subsequent instance of the words "Disinterested Directors" in subsection
(a)(ii)(A) thereof with the words "Board of Directors".
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SECTION 5. Consolidation, Merger or Sale or Transfer of Assets or
Earning Power. Section 13(d) of the Rights Agreement is hereby amended by
replacing the reference to Section 11(a)(ii)(B) therein with a reference to
Section 11(a)(ii)(A).
SECTION 6. Redemption and Termination. Section 23(a) of the Rights
Agreement is hereby amended by:
(a) replacing the words "Close of Business on the tenth Business Day
following the Stock Acquisition Date (or, if the Stock Acquisition Date shall
have occurred prior to the Record Date, the Close of Business on the tenth
Business Day following the Record Date)" in the first sentence thereof with the
words "occurrence of a Flip-in Event";
(b) deleting the two provisos and the semicolon immediately preceding
the first proviso from the first sentence thereof;
(c) deleting the second sentence thereof;
(d) deleting the words "or the Disinterested Directors in their sole
discretion, as applicable," from the third sentence thereof; and
(e) deleting the words "or the Disinterested Directors, as applicable"
from the fourth sentence thereof.
SECTION 7. Supplements and Amendments. Section 27 of the Rights
Agreement is hereby amended by:
(a) replacing the words "Prior to the Distribution Date" in the first
sentence thereof with the words "For so long as the Rights are redeemable";
(b) adding the word "may," after the first instance of the word
"Company" in the first sentence thereof;
(c) deleting the proviso and the semicolon preceding such proviso from
the first sentence thereof;
(d) replacing the words "From and after the Distribution Date" in the
second sentence thereof with the words "At any time when the Rights are no
longer redeemable";
(e) replacing the words "in order (i) to cure any ambiguity, (ii) to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to shorten or lengthen any
time period hereunder or (iv) to change or supplement the provisions hereunder
in any manner which the Company may deem necessary or desirable and which shall
not" in the second sentence
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thereof with the words "; provided, however, that no such supplement or
amendment may (i)"; and
(f) replacing the first and second proviso and the semicolon preceding
the first proviso in the second sentence thereof with the words "(ii) cause
this Agreement again to become amendable other than in accordance with this
sentence, or (iii) cause the Rights again to become redeemable."
SECTION 8. Determination and Actions by the Board of Directors, Etc.
Section 29 of the Rights Agreement is hereby amended by:
(a) deleting the first and second parenthetical clauses from the
second sentence thereof; and
(b) deleting the second parenthetical clause and the words "or the
Disinterested Directors" from the third sentence thereof.
SECTION 9. Severability. Section 31 of the Rights Agreement is hereby
amended by deleting the second sentence thereof.
SECTION 10. Form of Rights Certificate. Exhibit 2 to the Rights
Agreement is hereby amended by replacing the words "Close of Business (as such
term is defined in the Rights Agreement on the tenth (10th) Business Day
following the Stock Acquisition Date (as such term is defined in the Rights
Agreement) (as such time period may be extended pursuant to the Rights
Agreement)" in subparagraph (i)(a) of the sixth paragraph thereof with the
words "occurrence of a Flip-in Event (as such term is defined in the Rights
Agreement)".
SECTION 11. Summary of Rights to Purchase Preferred Stock. The Summary
of Rights to Purchase Preferred Stock included in Exhibit 3 to the Rights
Agreement is hereby amended by:
(a) replacing the words "a majority of the Disinterested Directors (as
defined below)" in clause (ii)(B) of the first sentence of the sixth paragraph
thereof with the words "the Board of Directors";
(b) deleting the second sentence of the sixth paragraph thereof;
(c) adding a new sentence to the end of the sixth paragraph thereof
that reads as follows:
The events described in this paragraph are referred to as
"Flip-in Events.";
(d) deleting the last sentence of the eighth paragraph thereof;
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(e) inserting two new sentences to the end of the eighth paragraph
thereof that read as follows:
The events described in this paragraph are referred to as
"Flip-over Events." Flip-in Events and Flip-over Events
are referred to collectively as "Triggering Events.";
(f) replacing the words "ten (10) business days following the Stock
Acquisition Date" in the first sentence of the twelfth paragraph thereof with
the words "the occurrence of a Flip-in Event";
(g) deleting the thirteenth paragraph thereof;
(h) replacing the words "prior to the Distribution Date; provided,
that any amendments after the Stock Acquisition Date must be approved by a
majority of the Disinterested Directors" in the first sentence of the fifteenth
paragraph thereof with the words "at any time during the period in which the
Rights are redeemable;"
(i) replacing the words "After the Distribution Date" in the second
sentence of the fifteenth paragraph thereof with the words "At any time when
the Rights are no longer redeemable";
(j) replacing the words "in order to cure any ambiguity, inconsistency
or defect, to make changes which do" in the second sentence of the fifteenth
paragraph thereof with the words "only if such amendment does";
(k) deleting the words "or to shorten or lengthen any time period
under the Rights Agreement" in the second sentence of the fifteenth paragraph
thereof;
(l) by replacing the words "to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable; and,
provided, that any amendments after the Stock Acquisition Date must be approved
by a majority of the Disinterested Directors" in the second sentence of the
fifteenth paragraph thereof with the words "may cause the Rights again to
become redeemable";
(m) replacing the word "has" in the first sentence of the sixteenth
paragraph thereof with the words "and a copy of Amendment Number One thereto
have";
(n) deleting the words "as an Exhibit to a Registration Statement on
Form 8-A filed on May 30, 1997" from the first sentence of the sixteenth
paragraph thereof;
(o) inserting the words "as amended" after the words "Rights
Agreement" in the second sentence of the sixteenth paragraph thereof; and
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(p) inserting the words "as amended" after the words "Rights
Agreement" in the third sentence of the sixteenth paragraph thereof.
SECTION 12. 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 13. Counterparts. This Amendment may be executed in any number
of counterparts and such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
SECTION 14. Effectiveness. This Amendment shall become effective upon
execution by each of the parties hereto of a counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
Attest: AMRESCO, INC.
By: By:
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▇▇▇▇ ▇▇▇▇▇ L. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Assistant Secretary Vice-President, General Counsel and
Secretary
THE BANK OF NEW YORK
By: By:
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- Assistant Vice President
Title:
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