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EXHIBIT 3
FIRST AMENDMENT TO AMENDED AND RESTATEMENT RIGHTS
AGREEMENT
This First 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 an Agreement and Plan of Merger
to be dated as of August 11, 2000 (the "Merger Agreement"), among the Company,
Premier Construction Products Statutory Trust, a statutory trust ("Premier"),
and Premier Construction Products Acquisition Corp., a Delaware corporation (the
"Acquisition Subsidiary"); and
WHEREAS, the Board of Directors of the Company has approved, authorized and
adopted the Merger Agreement and the transactions contemplated thereby and,
subject to certain conditions, proposes to recommend to the stockholders of the
Company the approval and adoption of the Merger Agreement, pursuant to which
certain stockholders may execute and deliver Stockholder Agreements with Premier
and the Acquisition Subsidiary; and
WHEREAS, the Board of Directors of the Company has determined that in
connection with the Merger Agreement and the transactions contemplated thereby,
including the Stockholder Agreements, it is desirable to amend the Amended and
Restated Rights Agreement dated as of September 19, 1996, between the Company
and the Rights Agent (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 Merger Agreement and the Stockholder
Agreements, as follows:
1. Proposed Transactions. New Sections 3(d), 3(e) and 3(f) shall be added to
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the Rights Agreement as follows:
"(d) 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 Premier Construction Products Statutory
Trust, a statutory trust ("Premier"), any of its Subsidiaries or any of
their respective Affiliates or
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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 Agreement, in each case by reason of
(x) any of the approval, execution, delivery and performance of the
Agreement and Plan of Merger dated as of August 11, 2000, among the
Company, Premier and Premier Construction Products Acquisition Corp., a
Delaware corporation (the "Merger Agreement"), or the Stockholders
Agreements (as defined in the Merger Agreement), by the parties thereto,
(y) the approval of the Merger Agreement by the stockholders of the Company
or (z) the consummation of any of the transactions contemplated by the
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 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 Merger Agreement or the Stockholders Agreements.
(f) This Agreement shall automatically terminate effective as of the
Effective Time (as defined in the 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 Merger
Agreement."
2. 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 Merger
Agreement and the Stockholder Agreements. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
3. 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
