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EXHIBIT 4.3
AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment") is made and entered into on and
effective as of the 11th day of March, 1999 by and between LAI WORLDWIDE, INC.,
a Florida corporation (the "Company" or "LAI"), and CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., a New Jersey limited liability company (the "Rights Agent")
with respect to that certain STOCKHOLDER RIGHTS AGREEMENT dated the 30th day of
December, 1998 by and between LAI and the Rights Agent (the "Rights
Agreement").
WHEREAS, LAI, TMP Worldwide Inc., a Delaware corporation ("Buyer") and
TMP Florida Acquisition Corp., a Florida corporation and a direct, wholly-owned
subsidiary of Buyer ("Sub") intend to enter into an Agreement and Plan of
Merger pursuant to which Sub will merge with and into LAI; and
WHEREAS, pursuant to and in compliance with the Rights Agreement, LAI
and the Rights Agent desire to amend the Rights Agreement as set forth in this
Amendment to reflect the foregoing;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein and in the Rights Agreement, the parties hereto
hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended to add
the following at the end of the existing definition of
"Acquiring Person" thereunder:
Anything in this Agreement to the contrary notwithstanding,
"Acquiring Person" shall not include either TMP Worldwide
Inc., a Delaware corporation ("TMP") or TMP Florida
Acquisition Corp., a Florida corporation and a direct,
wholly-owned subsidiary of TMP ("TMP-Sub"), or any Affiliate
or Associate of TMP or TMP-Sub, by virtue of (x) the
announcement, approval, execution or delivery of the
Agreement and Plan of Merger among the Company, TMP and
TMP-Sub dated as of March 8, 1999 (including any amendments
thereto) (the "TMP Merger Agreement") pursuant to which,
among other things, Sub shall merge with and into the Company
(the "TMP Merger") or (y) the consummation of the TMP Merger
and the transactions contemplated by the TMP Merger
Agreement.
2. Section 3(c) of the Rights Agreement is hereby amended by
substituting in place and stead of the first sentence thereof
the following:
This certificate also evidences and entitles the holder
hereof to certain rights as set forth in a Stockholder Rights
Agreement between LAI Worldwide, Inc. (the "Company") and
ChaseMellon Shareholder Services, L.L.C. dated as of December
30, 1998, as amended as of March 8, 1999 and as the same may
be further amended from time to
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Amendment to Stockholder Rights Agreement Page 2
time (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which
is on file at the principal executive offices of the
Company.
3. Section 13 of the Rights Agreement is hereby amended to add
the following paragraph at the end thereof:
Notwithstanding any other provision of this Agreement,
neither of the following events shall constitute an
occurrence of the events referred to in Section 13(a)(i),
(ii), (iii) or (iv) hereof: (A) the announcement, approval,
execution or delivery of the TMP Merger Agreement or (B) the
consummation of the TMP Merger.
4. The Rights Agreement is hereby amended to add a new Section
35 which shall read in its entirety as follows:
Anything in this Agreement to the contrary notwithstanding,
the announcement, approval, execution or delivery of the TMP
Merger Agreement, the acquisition of beneficial ownership of
the Common Stock of the Company pursuant to the TMP Merger
and the consummation of the transactions contemplated by the
TMP Merger Agreement shall not (i) cause TMP or TMP-Sub, or
any Affiliate or Associate of either of them, to be deemed an
Acquiring Person. (ii) give rise to a Distribution Date, any
event referred to in Section 12 hereof, any of the events
referred to in Section 13(a)(i), (ii), (iii) or (iv) hereof
or a Stock Acquisition Date, or (iii) result in any Right
becoming exercisable.
5. The Form of Right Certificate attached to the Rights
Agreement as Exhibit A is hereby amended by changing the
phrase "December 30, 1998 as the same may be amended from
time to time" appearing in the first paragraph in the body
thereof to read "December 30, 1998, as amended as of March 8,
1999 and as the same may be further amended from time to
time."
6. This Amendment shall be deemed to be a contract made under
the laws of the State of Florida and for all purposes shall
be governed by and construed in accordance with the laws of
such State applicable to contracts to be made and performed
entirely within such State; provided, however, that all
provisions regarding the rights, duties and obligations of
the Rights Agent shall be governed by and construed in
accordance with the laws of the State of New York applicable
to contracts made and to be preformed entirely within such
state.
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Amendment to Stockholder Rights Agreement Page 3
7. This Amendment may be executed in any number of counterparts
and each of 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.
8. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise alter, modify, amend, or in
any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Rights Agreement,
all of which are ratified and affirmed in all respects and
shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the day and year first above written.
LAI WORLDWIDE, INC.
By: /s/ Philip R. Albright
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CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ Kathryn M. Gallagher
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