Exhibit 4.2.2
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT, dated June 28, 1999, to the Rights Agreement, dated as of
February 1, 1994 (the "Rights Agreement"), between McWhorter Technologies, Inc.,
a Delaware corporation (the "Company"), and Equiserve Trust Company, N.A. (as
successor to Wachovia Bank of North Carolina N.A., a North Carolina
corporation), as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the parties amended the Rights Agreement as set forth in the
First amendment to Rights Agreement dated April 27, 1999;
WHERAS, the Company and the Rights Agent desire to further amend the
Rights Agreement in accordance with Section 27 of the Rights Agreement;
WHEREAS, the Board of Directors of the Company has voted in favor of
this Second Amendment pursuant to a unanimous written consent;
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Second Amendment, the parties hereby
agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by adding the
following sentence at the end of such Section:
"Notwithstanding the foregoing provisions contained in this Section
1(a), with respect solely to Shapiro Capital Management Company, Inc.
("Shapiro") together with all its Affiliates and Associates, all
references to "seventeen and one half percent (17 1/2%)" shall be
replaced with "20%", so that all such provisions in this Section 1(a)
shall apply to Shapiro together with all its Affiliates and Associates
as so modified."
2. This Second 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.
3. This Second 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.
4. Except as expressly set forth herein, this Second Amendment shall
not by implication or otherwise alter, modify, amend, or in any other 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 have caused this Second Amendment to be
duly executed as of the first date above written.
McWHORTER TECHNOLOGIES, INC.
Attest:
By /s/ Louise M. Tonozzi-Frederick By /s/ Jeffrey M. Nodland
Its: Secretary Its: Chief Executive Officer
EQUISERVE TRUST COMPANY, N.A.
Attest:
By__________________ By /s/ Darlene Dio Dato
Its: Its: Senior Managing Director
OFFICER'S CERTIFICATE
This Certificate is furnished pursuant to that certain Rights Agreement
(the "Rights Agreement"), dated as of February 1, 1994, between McWhorter
Technologies, Inc. (the "Company") and Equiserve Trust Company, N.A. (as
successor to Wachovia Bank of North Carolina, N.A., a North Carolina
corporation), as Rights Agent ("Rights Agent").
The undersigned hereby certifies that he is the duly appointed,
qualified, and acting Chief Executive Officer of the Company. In connection with
Section 27 of the Rights Agreement, the undersigned does hereby certify that the
proposed First Amendment to Rights Agreement attached hereto as Exhibit A is in
compliance with the terms of Section 27 of the Rights Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Officer's
Certificate as of June 21, 1999.
By /s/ Jeffrey M. Nodland
Chief Executive Officer
MCWHORTER TECHNOLOGIES, INC.
UNANIMOUS WRITTEN CONSENT
IN LIEU OF A SPECIAL MEETING
OF THE BOARD OF DIRECTORS
The undersigned, being all the members of the
Board of Directors of McWhorter Technologies, Inc., a Delaware corporation (the
"Corporation"), in lieu of holding a special meeting, hereby take the following
actions and adopt the following resolution by unanimous written consent pursuant
to Section 141(f) of General Corporation Law of the State of Delaware:
WHEREAS, the Board of Directors desires to cause the
Corporation to amend the Rights Agreement, dated as of February 1, 1994
as previously amended (the "Rights Agreement"), between the Corporation
and Equiserve Trust Company, N.A. (as successor to Wachovia Bank of
North Carolina, N.A., a North Carolina corporation), as Rights Agent
(the "Rights Agent") in order to allow Shapiro Capital Management
Company, Inc. ("Shapiro") to acquire and hold up to 20% of the common
stock, par value $0.01 per share, of the Corporation without Shapiro
becoming an "Acquiring Person" under the terms of the Rights Agreement
and causing the Rights to be issued or issuable under the Rights
Agreement.
RESOLVED, that the Corporation be and hereby is
authorized to enter into, execute, deliver, and perform the Second Amendment to
the Rights Agreement (the "Second Amendment") with the Rights Agent, in
substantially the form attached hereto as Exhibit A, and that each officer of
the Corporation be and hereby is authorized and empowered, acting in the name of
and on behalf of the Corporation, to enter into, execute, and deliver the Second
Amendment and all related agreements, instruments, or documents and to take such
other action as such officer, in his or her sole discretion, deems necessary or
desirable in connection with the execution and delivery of the Second Amendment
and such other agreements, instruments, or documents, and the taking of such
action to be conclusive evidence of his or her authority pursuant thereto.
The actions taken by this consent shall have the same force
and effect as if taken at a special meeting of the Board of Directors of the
Corporation duly called and constituted pursuant to the By-Laws of the
Corporation and the laws of the State of
Delaware.
This consent may be executed in two or more counterparts each
of which shall be deemed an original for all purposes and together shall
constitute one and the same consent.
IN WITNESS WHEREOF, the undersigned have executed
this Consent of the members of the Board of Directors as of June 21, 1999.
/s/John R. Stevenson, Chairman
/s/David I. Barton
/s/Michelle L. Collins
/s/Edward M. Giles
/s/D. George Harris
/s/John G. Johnson, Jr.
/s/Jeffrey M. Nodland
/s/Heinn F. Tomfohrde, III