Exhibit 4.2
AMENDMENT TO RIGHTS AGREEMENT
1. General Background. In accordance with Section 26 of the Rights Agreement
between First Chicago Trust Company of New York (the "Rights Agent") and
Xxxxxx Industries, Inc. dated August 5, 1997 (the "Agreement"), EquiServe
Trust Company, N.A., as successor to the Rights Agent and Xxxxxx
Industries, Inc. desire to amend the Agreement.
2. Effectiveness. This Amendment shall be effective as of November 1, 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.
3. 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 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 Stock and Preferred Stock by registered or certified
mail, and to the holders of the Rights 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 Stock
and Preferred Stock by registered or certified mail, and to the holders of
the Rights 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 Rights Certificate (who shall, with such
notice, submit such holder's Rights Certificate for inspection by the
Company), then any registered holder of any Rights 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 or any state of the United
States, in good standing, which is authorized under such laws to exercise
corporation 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. 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 Stock and Preferred Stock, and mail a notice
thereof in writing to the registered holders of the Rights 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.
4. Except as amended hereby, the Agreement and all Schedules 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 1 day of November, 2001.
XXXXXX INDUSTRIES, INC. EQUISERVE TRUST COMPANY, N.A.
/s/ Xxxxxxxx X. Xxxx /s/ Xxxxxx X. Ferrari
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By: Xxxxxxxx X. Xxxx By: Xxxxxx X. Ferrari
Title: Associate General Counsel Title: Senior Managing Director
and Secretary
