Butler National Corporation
Rights Agreement Amendment in a 8-K on 07/26/2021   Download
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EX-4.2 2 ex_267288.htm EXHIBIT 4.2 ex_267288.htm

AMENDMENT ONE TO RIGHTS AGREEMENT

 

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Butler National Corporation

 

and

 

UMB Bank, N.A.

 

As Rights Agent

 

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Dated as of July 22, 2021

 

 

 

AMENDMENT ONE TO RIGHTS AGREEMENT

 

THIS AMENDMENT ONE TO RIGHTS AGREEMENT (this “Amendment”), dated as of July 22, 2021 is entered into between Butler National Corporation, a Kansas corporation (the “Company”) and UMB Bank, N.A., a national banking corporation (the “Rights Agent”).

 

WHEREAS, the Company and Rights Agent are parties to the Rights Agreement dated August 2, 2011 (“Rights Agreement”);

 

WHEREAS, the Company desires to extend the Final Expiration Date (as defined in the Rights Agreement), as permitted by Section 27 of the Rights Agreement;

 

WHEREAS, the Company desires to extend the appointment of the Rights Agent to act as provided in the Rights Agreement, and the Rights Agent is willing to so act; and

 

WHEREAS, the Company has delivered to the Rights Agreement a certificate from an appropriate officer of the Company stating that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement.

 

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

 

 

1.

Amendents.

 

 

a.

The Rights Agreement is hereby amended to amend and replace the final sentence of the existing Section 7(a) which reads, “The “Final Expiration Date”, as used in this Rights Agreement, shall be the date which is 10 years from the Record Date” with the following:

 

“The Final Expiration Date”, as used in this Rights Agreement shall be the date which is 20 years from the Record Date.”

 

 

b.

Exhibit C to the Rights Agreement is hereby amended and replaced with the form of Exhibit C attached hereto.

 

 

2.

No Other Changes to Rights Agreement. This Amendment does not change any provision of the Rights Agreement other than Section 7(a) and Exhibit C, and the Rights Agreement, as so amended shall continue in full force and effect.

 

Governing Law

 

. This Amendment shall be deemed to be a contract made under the laws of the State of Kansas 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.

 

Counterparts

 

. 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.

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

 

 

BUTLER NATIONAL CORPORATION

By:            /s/ Clark D. Stewart

Name:       Clark D. Stewart

Title:         President

 

UMB Bank, N.A.

By:            /s/ K. Scott Matthews

Name:       K. Scott Mathews

Title:         Vice President