EXHIBIT 4.2
MCN CORPORATION
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT, dated as of September 19, 1994 (the "Amendment"), to
the Rights Agreement, dated as of December 20, 1989 (the "Rights Agreement"),
between MCN CORPORATION, a Michigan corporation (the "Company"), and NBD BANK,
N.A. ("NBD") as successor in interest to NATIONAL BANK OF DETROIT.
W I T N E S S E T H:
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WHEREAS, NBD is currently the Rights Agent under the Rights Agreement;
and
WHEREAS, NBD desires to resign as Rights Agent and the Company desires
to appoint First Chicago Trust Company of New York as the successor Rights
Agent;
NOW, THEREFORE, pursuant to Section 27 of the Rights Agreement and in
consideration of the premises and mutual agreements set forth in the Rights
Agreement and this Amendment, the parties hereby agree as follows:
1. Resignation and Succession. NBD hereby resigns as the Rights Agent
under the Rights Agreement effective as of the date hereof. The Company
hereby appoints First Chicago Trust Company of New York as the
successor Rights Agent under the Rights Agreement. First Chicago Trust
Company of New York hereby accepts the appointment as the Rights Agent
and agrees to the terms of the Rights Agreement.
2. Change of Rights Agent. The fifth sentence of Section 21 of the Rights
Agreement is hereby amended to read as follows:
"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 any State of the United States, in
good standing, 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, at the time of
its appointment as Rights Agent, (a) has a combined capital and surplus
of at least $50 million or (b) is an affiliate of a corporation with a
combined capital and surplus of at least $50 million."
3. Notices. Section 26 of the Rights Agreement relating to notices is
hereby amended to delete the address of NBD and to substitute in its
place the following address:
First Amendment to Rights Agreement
page 2
First Chicago Trust Company of New York
Tenders & Exchanges Administration
Suite 4660
000 Xxxxxxxxxx Xxxx.
Xxxxxx Xxxx, X.X. 00000
4. The term "Agreement" as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended hereby.
5. Except as set forth herein, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
6. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
MCN CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Vice President, General Counsel and
Secretary
NBD Bank, N.A.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Second Vice President
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
Assistant Vice President
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