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EXHIBIT 4
SECOND AMENDMENT TO
AMENDED AND RESTATEMENT RIGHTS AGREEMENT
This Second Amendment (the "Amendment") dated as of August 11, 2000, to the
Amended and Restated Rights Agreement dated as of September 19, 1996, between
Republic Group Incorporated, a Delaware corporation (the "Company"), and UMB
Bank, N.A., as agent (the "Rights Agent").
W I T N E S S E T H
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WHEREAS, the Company proposes to enter into a letter agreement to be dated
as of August 11, 2000 (the "Letter Agreement"), between the Company and Centex
Construction Products, Inc. ("CXP"); and
WHEREAS, the Board of Directors of the Company has approved, authorized and
adopted the Letter Agreement and the transactions contemplated thereby pursuant
to which, subject to the fulfillment of certain conditions, the Company may
enter into a Merger Agreement with CXP and one of its subsidiaries and pursuant
to which certain stockholders may execute and deliver Stockholder Agreements
with CXP and such subsidiary; and
WHEREAS, the Board of Directors of the Company has determined that in
connection with the Letter Agreement and the transactions contemplated thereby,
it is desirable to amend the Amended and Restated Rights Agreement dated as of
September 19, 1996, between the Company and the Rights Agent, as amended (the
"Rights Agreement"), as set forth herein; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent desire to amend the Rights Agreement as set forth herein;
NOW, THEREFORE, the Rights Agreement is amended, effective immediately
prior to the execution and delivery of the Letter Agreement, as follows:
4. Proposed Transactions. New Sections 3(g), 3(h) and 3(i) shall be added to
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the Rights Agreement as follows:
"(g) Notwithstanding anything in this Agreement to the contrary, (i)
no Distribution Date or Stock Acquisition Date shall be deemed to have
occurred or to occur, (ii) none of Centex Construction Products, Inc.
("CXP"), any of its Subsidiaries or any of their respective Affiliates or
Associates (collectively, the "Acquisition Group") shall be deemed to have
become an Acquiring Person and (iii) no holder of Rights shall be entitled
to any rights or benefits pursuant to Section 7(a), Section 11(a), Section
13(a) or any other provision of this
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Agreement, in each case by reason of (x) any of the approval, execution,
delivery and performance of the letter agreement dated as of August 11,
2000, among the Company and Centex (the "Letter Agreement"), the CXP Merger
Agreement (as defined in the Letter Agreement), or the Stockholders
Agreements (as defined in the CXP Merger Agreement), by the parties
thereto, (y) the approval of the CXP Merger Agreement by the stockholders
of the Company or (z) the consummation of any of the transactions
contemplated by the Letter Agreement, the CXP Merger Agreement or the
Stockholders Agreements; provided that if one or more members of the
Acquisition Group collectively become the Beneficial Owner of 15% or more
of the Common Stock then outstanding in any manner other than as set forth
in the Letter Agreement, the CXP Merger Agreement or the Stockholders
Agreements, then the provisions of this sentence (other than this proviso)
shall terminate.
(e) Notwithstanding anything in this Agreement to the contrary, the
provisions of this Agreement, including Sections 11(a)(ii), 13(a)(i) and
13(a)(ii), shall not apply to the consummation of any of the transactions
contemplated by the Letter Agreement, the CXP Merger Agreement or the
Stockholders Agreements.
(f) This Agreement shall automatically terminate effective as of the
Effective Time (as defined in the CXP Merger Agreement) immediately after
the effectiveness of the conversion of the Common Stock of the Company and
the Rights into the right to receive cash as set forth in the CXP Merger
Agreement."
5. Effectiveness. This Amendment shall be deemed effective as of the date first
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set forth above and immediately prior to the execution of the Letter
Agreement. Except as amended hereby, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
6. Miscellaneous. This Amendment shall be deemed to be a contract made under
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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 to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, each of such counterpart shall
for all purposes be deemed to be an original and all such counterparts shall
together constitute but one and the same instrument. If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this
Amendment shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
[Signature page to follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
REPUBLIC GROUP INCORPORATED,
a Delaware corporation
By: /s/ Janey L. Rife
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Janey L. Rife
Vice President, Treasurer and Secretary
UMB BANK, N.A.,
as Rights Agent
By: /s/ R. William Bloemker
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R. William Bloemker
Vice President
