Exhibit 4(g)(3)
Amendment No. 3 to Rights Agreement
Amendment, dated as of August 16, 1999, to the Rights Agreement, dated as
of August 6, 1991, as amended February 16, 1993 and February 24, 1996 (the
"Rights Agreement"), between Xxxxxxx, Inc., a Delaware corporation (the
"Company"). and Continental Stock Transfer & Trust Company of New Jersey, a
New York corporation (the "Rights Agent").
Pursuant to Section 21 of the Rights Agreement, the Company may remove the
Rights Agent and appoint a successor to the Rights Agent. In accordance with
Section 21A of the Rights Agreement, the Company hereby removes Continental
Stock Transfer & Trust Company (formerly Continental Stock Transfer & Trust
Company of New Jersey) as Rights Agent and appoints First Union National Bank
as successor to the Rights Agent.
In consideration of the foregoing and the mutual agreements set forth
herein, the parties hereto agree as follows:
I. The definition of Rights Agent in the first paragraph of the Rights
Agreement is hereby amended by replacing the name "Continental Stock
Transfer & Trust Company of New Jersey" in each place where it
appears with the name "First Union National Bank".
II. First Union National Bank hereby assumes all of the duties and
obligations of the Rights Agent under the Rights Agreement.
III. This Amendment shall be governed by and construed in accordance with
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.
IV. This Amendment may be executed in any number of counterparts, each of
which shall for all purposes be deemed to be an original and all such
counterparts shall together constitute one and the same instrument.
V. Terms not defined herein shall, unless the context otherwise
requires, have the meanings assigned to such terms in the Rights
Agreement.
VI. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted,
approved and confirmed. In executing and delivering this Amendment,
the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and
conditions of the Rights Agreement.
VII. If any term, provision, covenant or restriction on this Amendment is
held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment, and of the
Rights Agreement, shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
XXXXXXX, INC.
By:/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Chief Financial Officer
FIRST UNION NATIONAL BANK
By:/s/Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Vice President
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