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EXHIBIT 99(C)
SECOND AMENDMENT (this "Amendment"), dated as of August 3,
2000, between NEWCOR, INC., a Delaware corporation (the "Company"), and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a New Jersey limited liability company
(the "Rights Agent"), to the RIGHTS AGREEMENT, dated as of January 12, 2000,
between the Company and the Rights Agent (as amended, the "Rights Agreement").
A. Reference is made to the Rights Agreement. Capitalized
terms used but not otherwise defined herein have the meaning assigned to them in
the Rights Agreement.
B. The Company and the Rights Agent have agreed to amend
certain provisions of the Rights Agreement.
Accordingly, the parties hereto hereby agree as follows:
Section 1. Amendment to Section 1(a). Section 1(a) of the
Rights Agreement is hereby amended by inserting the following clause immediately
after "outstanding" in the third line thereof:
"(or with respect to EXX Inc., together with all its Affiliates and
Associates, 17.5% or more of the shares of Common Stock then
outstanding)".
Section 2. Amendment to Section 3(a). Section 3(a) of the
Rights Agreement is hereby amended by replacing the references to "tenth (or
with respect to EXX Inc. and all its Affiliates and Associates, twenty-fifth)"
with references to "tenth".
Section 3. Amendment to Section 23(a). Section 23(a) of the
Rights Agreement is hereby amended by replacing the references to "tenth (or
with respect to EXX Inc. and all its Affiliates and Associates, twenty-fifth)"
with references to "tenth".
Section 4. Rights Agreement. Except as specifically stated
herein, the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof. As used therein, the terms "Agreement",
"herein", "hereunder", "hereto", "hereof" and words of similar import shall,
unless the context otherwise requires, refer to the Rights Agreement as modified
hereby.
Section 5. 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 6. 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.
NEWCOR, INC.
By: /s/ James J. Connor
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Name: James J. Connor
Title: Interim President and CEO;
Vice President - CFO
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights Agent
By: /s/ Lawrence J. Schweiger
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Name: Lawrence J. Schweiger
Title: Assistance Vice President
