Common use of Rights Agent Clause in Contracts

Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound: (a) The Rights Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Rights Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Right to make or cause to be made any adjustment in the number of New FELINE PRIDES issuable upon exercise of any Rights, or in the consideration for the Additional FELINE PRIDES or Special FELINE PRIDES (except as instructed by the Company) (b) The Company agrees to indemnify the Rights Agent and save it harmless against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for anything done or omitted by the Rights Agent arising out of or in connection with this Agreement except as a result of its negligence or bad faith. (c) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing the provisions of this Agreement. (d) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman, the President, any Vice President, the Controller, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.

Rights Agent. The 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 undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound: (a) The Rights Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Rights Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Right to make or cause to be made any adjustment in the number of New FELINE PRIDES issuable upon exercise of any RightsClass B Rights Certificate (who shall, or in the consideration with such notice, submit such holder's Class B Rights Certificate for the Additional FELINE PRIDES or Special FELINE PRIDES (except as instructed inspection by the Company) , then the registered holder of any Class B 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 organized and doing business under the laws of the United States, the State of New York or the State of Vermont (b) The Company agrees or of any other State of the United States so long as such corporation is authorized to indemnify do business as a banking institution in the State of New York or the State of Vermont, in good standing, having an office designated for such purpose in the State of New York or the State of Vermont, which is authorized under such laws to exercise corporate trust and/or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and save it harmless against any and all lossessurplus of at least $50,000,000. After appointment, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for anything done or omitted by the successor Rights Agent arising out of 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 in connection with this Agreement 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 a result of its negligence or bad faith. (c) The Company agrees that it will performthe context herein otherwise requires, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the successor Rights Agent for the carrying out or performing the provisions of this Agreement. (d) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman, the President, any Vice President, the Controller, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved 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 established by such signed statementthe transfer agent of the Class B Common Stock, and mail a notice thereof in writing to the registered holders of the Class B 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.

Rights Agent. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent undertakes designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the duties and obligations imposed holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Agreement Certificate may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a redemption price of $.01 per Right or (ii) exchanged in whole or in part for shares of Common Stock or other securities of the Company. Immediately upon the following terms and conditions, by all action of which the Board of Directors of the Company authorizing redemption, the Rights will terminate and the only right of the holders of Rights Certificateswill be to receive the redemption price. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by their acceptance thereofdepositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be bound: (a) The Rights Agent shall not entitled to vote or receive dividends or be responsible deemed for any failure purpose the holder of shares of Preferred Stock or of any other securities of the Company to comply with any of the covenants contained in this Agreement or in the Rights Certificates to be complied with by the Company nor shall it which may at any time be under issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any duty of the rights of a stockholder of the Company or responsibility any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any holder corporate action, or, to receive notice of a Right to make meetings or cause to be made any adjustment in the number of New FELINE PRIDES issuable upon exercise of any Rights, or in the consideration for the Additional FELINE PRIDES or Special FELINE PRIDES other actions affecting stockholders (except as instructed by the Company) (b) The Company agrees to indemnify provided in the Rights Agent and save Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it harmless against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for anything done shall have been countersigned manually or omitted by facsimile signature by the Rights Agent arising out Agent. Dated as of or in connection with this Agreement except as a result _______ __, ____ ATTEST: eLoyalty Corporation By: _________________________ ________________________________ Secretary Name: Title: Countersigned: ChaseMellon Shareholder Services, L.L.C. By: _________________________________ Authorized Signature B-4 52 [Form of its negligence or bad faith. Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (c) The Company agrees that it will perform, execute, acknowledge and deliver or cause to To be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required executed by the registered holder if such holder desires to transfer the Rights Agent for Certificate.) FOR VALUE RECEIVED _______________________________________________________ hereby sells, assigns and transfers unto __________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the carrying out or performing within Rights Certificate on the provisions of this Agreement. (d) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman, the President, any Vice President, the Controller, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary books of the within-named Company, and to apply to such officers for advice or instructions in connection with its dutiesfull power of substitution. Dated: ___________________, and shall not be liable for any action taken or suffered to be taken _____________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of checking the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.appropriate boxes that:

Rights Agent. The 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 undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound: (a) The Rights Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Rights Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Right to make or cause to be made any adjustment in the number of New FELINE PRIDES issuable upon exercise of any RightsCertificate (who shall, or in the consideration with such notice, submit such holder's Right Certificate for the Additional FELINE PRIDES or Special FELINE PRIDES (except as instructed inspection by the Company) (b) The , then the Company agrees to indemnify shall become the Rights Agent and save 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 organized and doing business under the laws of the United States or of the States of New York or California (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of New York or California), in good standing, having a principal office in New York or California, that 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 that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it harmless against 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 all lossesexecute and deliver any further assurance, liabilities conveyance, act or deed necessary for the purpose of this Agreement and expensesso that the successor Rights Agent may appropriately act as Rights Agent hereunder. Not later than the effective date of any such appointment, including judgmentsthe Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, costs and reasonable counsel fees and expensesmail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, for anything done however, or omitted by any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent arising out of or in connection with this Agreement except as a result of its negligence or bad faith. (c) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing the provisions of this Agreement. (d) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman, the President, any Vice President, the Controller, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary appointment of the Companysuccessor Rights Agent, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of as the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which case may be deemed to be conclusively proved and established by such signed statementbe.

Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound: (a) The Rights Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Rights Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Right to make or cause to be made any adjustment in the Subscription Price or in the number of New FELINE PRIDES shares of Common Stock issuable upon exercise of any Rights, or in the consideration for the Additional FELINE PRIDES or Special FELINE PRIDES Rights (except as instructed by the Company); (b) The Company agrees to indemnify the Rights Agent and save it harmless against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for anything done or omitted by the Rights Agent arising out of or in connection with this Agreement except as a result of its gross negligence or bad faith. ; (c) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing the provisions of this Agreement.; and (d) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the ChairmanChief Executive Officer, the President, any Executive Vice President, the Controller, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.

Rights Agent. (a) The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date also be the holders of the Common Shares) in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such Co-Rights Agents as it may deem necessary or desirable. Contemporaneously with such appointment, if any, the Company shall notify the Rights Agent thereof. (b) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. (c) The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which and the Company and the holders of Rights Right Certificates, by their acceptance thereof, shall be boundbound by all such terms and conditions: (ai) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection of the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (ii) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chairman of the Board, the President, any Executive Vice President, any Senior Vice President, the Treasurer, or the Secretary of the Company and delivered to the Rights Agent, and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (iii) The Rights Agent shall not be responsible liable hereunder only for its own negligence, bad faith or willful misconduct. The Rights Agent shall be protected and shall incur no liability for or in respect of any failure action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate, certificate for shares of Common Stock or for other securities of the Company Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to comply with any be genuine and to be signed, executed and, where necessary, verified, acknowledged or attested by the proper person or persons, or otherwise upon the advice of the covenants contained counsel as set forth in this Agreement or in the Rights Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Right to make or cause to be made any adjustment in the number of New FELINE PRIDES issuable upon exercise of any Rights, or in the consideration for the Additional FELINE PRIDES or Special FELINE PRIDES (except as instructed by the Company) (b) Section. The Company agrees to indemnify the Rights Agent for, and save to hold it harmless against against, any and all lossesloss, liabilities and expensesliability, including judgmentsor expense, costs and reasonable counsel fees and expensesincurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent arising out of or in connection with the acceptance and administration of this Agreement except as a result Agreement, including the costs and expenses of its negligence or bad faithdefending against any claim of liability in the premises. (civ) The Rights Agent shall not be liable for, or by reason of, any of the statements of fact or recitals contained in this Agreement or in the Right Certificates (except as to its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (v) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights or any adjustment in the terms of the Rights (including the manner, method or amount thereof) provided for in Sections 3, 10, 11, 12 or 13, or the ascertaining of the existence of facts that would require any such adjustment or determination (except with respect to the exercise of Rights evidenced by Right Certificates after actual notice that such adjustment or determination is required); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Right Certificate or as to whether any shares of Common Stock will, when so issued, be validly authorized and issued, fully paid and non-assessable. (vi) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement. (dvii) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the ChairmanChairman of the Board, the President, any Executive Vice President, any Senior Vice President, the Controller, the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its dutiesduties under this Rights Agreement, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or for any delay while waiting for those instructions. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in good faith reliance upon writing any statement signed action proposed to be taken or omitted by the Rights Agent with respect to its duties or obligations under this Rights Agreement and the date on or after which such action shall be taken or omitted and the Rights Agent shall not be liable for any one action taken or omitted in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three business days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or omitting any such action, the Rights Agent has received written instructions in response to such application specifying the action to be taken or omitted. (viii) The Rights Agent and any stockholder, director, officer or employee of such officers the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with respect or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity. (ix) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof. (x) At any time and from time to time after the Distribution Date, upon the request of the Company, the Rights Agent shall promptly deliver to the Company a list, as of the most recent practicable date (or as of such earlier date as may be specified by the Company), of the holders of record of Rights. (d) 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 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 Stock 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, it shall remit to the Company, or to any fact successor Rights Agent designated by the Company, all books, records, funds, certificates or matter other documents or instruments of any kind then in its possession that it acquired in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to such 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 a holder of a Right Certificate (unless other evidence in respect thereof is herein specifically prescribed) which who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may be deemed apply to be conclusively proved and established 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 signed statementa court, shall be a corporation organized and doing business under the laws of the United States or of any state of the United States, in good standing, that either has a combined capital and surplus of at least $50 million or is otherwise financially sufficient, in the judgement of the Board, to enable it to serve as Rights Agent, that has an office in the State of New York or an affiliate with an office in the State of New York and that is subject to supervision or examination by Federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities without further act or deed as if it had been originally named as Rights Agent; 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 mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this paragraph, 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. (e) Any corporation with which the Rights Agent or any successor Rights Agent is merged or consolidated, or any corporation resulting from any such merger or consolidation, or any corporation succeeding to the corporate trust business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of paragraph (d) of this Section. If any of the Right Certificates shall have been countersigned but not delivered at the time such successor Rights Agent shall succeed to the agency created by this Agreement, such successor Rights Agent may adopt the countersignature of the predecessor Right Agent and deliver such Right Certificates so countersigned; if at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor Rights Agent or in its own name; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement. (f) If the name of the Rights Agent is changed and at such time any of the Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates so countersigned; and if at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

Rights Agent. (a) The Corporation agrees to pay to the Rights Agent such compensation as shall be agreed to in writing between the Corporation and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements (including reasonable attorneys' disbursements) incurred in the preparation, delivery, acceptance, administration, execution or amendment of this Agreement and the exercise and performance of its duties hereunder. The Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, ruling (interlocutory or final), fine, penalty, claim, demand, settlement, cost or expense incurred without gross negligence, bad faith or willful misconduct (as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the preparation, delivery, acceptance, administration or amendment of this Agreement, including, without limitation, reasonable attorneys' fees and expenses and the costs and expenses of defending against any claim of liability in the premises. In no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damages. Any liability of the Rights Agent will be limited to the amount of fees paid by the Corporation to the Rights Agent hereunder. The indemnity provided herein shall survive the termination of this Agreement and the expiration of the Rights. (b) The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereofshall be authorized to rely on, shall be bound: (a) protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Stock or Common Stock or for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, instructions or other paper or document believed by it to be genuine and to be signed and executed by the proper person or persons and, where necessary, verified or acknowledged, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be responsible for any failure of the Company deemed to comply with any of the covenants contained in this Agreement or in the Rights Certificates to be complied with by the Company nor shall it at any time be under have any duty or responsibility to any holder of a Right to make or cause to be made any adjustment in notice unless and until the number of New FELINE PRIDES issuable upon exercise of any Rights, or in the consideration for the Additional FELINE PRIDES or Special FELINE PRIDES (except as instructed by the Company) (b) The Company agrees to indemnify Corporation has provided the Rights Agent and save it harmless against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for anything done or omitted by the Rights Agent arising out of or in connection with this Agreement except as a result of its negligence or bad faithwritten notice. (c) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing the provisions of this Agreement. (d) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman, the President, any Vice President, the Controller, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.

Rights Agent. The Rights Agent undertakes In the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which event that the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound: is obligated to issue other securities (aincluding Common Stock) The Rights Agent shall not be responsible for any failure of the Company, pay cash and/or distribute other property pursuant to Section 11(a) or Section 13(a) hereof, the Company to comply with any of the covenants contained in this Agreement or in will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Certificates Agent, if and when appropriate. The Company reserves the right to be complied with by require prior to the Company nor shall it at any time be under any duty or responsibility to any holder occurrence of a Right to make or cause to be made any adjustment in the number of New FELINE PRIDES issuable Triggering Event that, upon exercise of any Rights, or in the consideration for the Additional FELINE PRIDES or Special FELINE PRIDES (except as instructed by the Company) (b) The Company agrees to indemnify the a number of Rights Agent and save it harmless against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for anything done or omitted by the Rights Agent arising out be exercised so that only whole shares of or in connection with this Agreement except as a result of its negligence or bad faith. (c) The Company agrees that it will perform, execute, acknowledge and deliver or cause to Preferred Stock would be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing the provisions of this Agreementissued. (d) The In case the registered holder of any Rights Certificate shall exercise fewer than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Triggering Event, any Rights beneficially owned by or transferred to (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person other than any such Person that became such pursuant to a Permitted Offer and the Board of Directors in good faith determines was not involved in and did not cause or facilitate, directly or indirectly, such Triggering Event, (ii) a direct or indirect transferee of such Rights from such Acquiring Person (or any such Associate or Affiliate) who becomes a transferee after such Triggering Event or (iii) a direct or indirect transferee of such Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with such Triggering Event and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from such Acquiring Person (or such Affiliate or Associate) to holders of equity interests in such Acquiring Person (or such Affiliate or Associate) or to any Person with whom such Acquiring Person (or such Affiliate or Associate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer that the Board of Directors determines is hereby authorized part of a plan, arrangement or understanding that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and directed to accept instructions void without any further action, no holder of such Rights shall have any rights whatsoever with respect to the performance such Rights, whether under any provision of its duties hereunder from the Chairman, the President, any Vice President, the Controller, the Treasurer this Agreement or an Assistant Treasurer, the Secretary or an Assistant Secretary of the Companyotherwise, and to apply to such officers for advice or instructions in connection with its duties, and Rights shall not be liable for transferable. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but neither the Company nor the Rights Agent shall have any action taken liability to any holder of Rights Certificates or suffered to be taken by it in good faith in accordance with instructions other Person as a result of any such officer or in good faith reliance upon failure to make any statement signed by any one of such officers of the Company determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any fact action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and duly signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or matter (unless other evidence in respect former Beneficial Owner) or Affiliates or Associates thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.as the Company or the Rights Agent shall reasonably request. Active 38182663.6 17