Exhibit 10.902
AMENDMENT TO RIGHTS AGREEMENT
In accordance with Section 21 of the Rights Agreement between BankBoston,
N.A. (now known as "Fleet National Bank" (the "Rights Agent") and Xxxxx & Xxxxxx
Manufacturing Company (now known as "BNS Co.") (the "Company") dated February
13, 1998 (the "Agreement"), the Rights Agent and the Company desire to amend the
Agreement to appoint EquiServe Trust Company, N.A.
This Amendment shall be effective as of October 18, 2001 (the "Amendment")
and all defined terms and definitions in the Agreement shall be the same in the
Amendment except as specifically revised by the Amendment.
REVISION. The section in the Agreement entitled "Change of Rights Agent"
is hereby deleted in its entirety and replaced with the following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent
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may resign and be discharged from its duties under this Agreement upon
30 days' notice in writing mailed to the Company and to each transfer agent
of the Common Shares or Preferred shares by registered or certified mail
and to the holders of the Right Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon
30 days' notice in writing mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Shares
or Preferred Shares by registered or certified mail, and to the holders of
the Right Certificates by first-class mail. If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of 30 days after giving
notice of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated rights Agent or
by the holder of a Right Certificate (who shall, with such notice, submit
such holder's Right Certificate for inspection by the company), then the
registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation or trust company organized and doing business
under the laws of the United States, the State of New York or The
Commonwealth of Massachusetts (or of any other State of the United States
so long as such corporation or trust company is authorized to do business
as a banking institution in the State of New York or The Commonwealth of
Massachusetts), in good standing, having an office designated for such
purpose in the State of New York or The Commonwealth of Massachusetts,
which is authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by federal or
state authority and which has individually or combined with an affiliate at
the time of its appointment as Rights Agent a combined capital and surplus
of at least $100 million dollars. After appointment, the successor Rights
Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or
deed; but the predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose; and except, as the context herein otherwise
requires, such successor Rights Agent shall be deemed to be the "Rights
Agent" for all purposes of this Agreement. Not later than the effective
date of any such appointment, the Company shall file notice thereof in
writing with the predecessor Rights Agent and each transfer agent of the
Common Shares or Preferred Shares, and mail a notice thereof in writing to
the registered holders of the Right Certificates. Failure to give any
notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of
the Rights Agent or the appointment of the successor Rights Agent, as the
case may be.
Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of this _____ day of October, 2001.
BNS CO. BANKBOSTON, N.A.
______________________________ ______________________________
By: Xxxxxx X. Xxxxx By:
Title: President and CEO Title:
