EXHIBIT 4.3
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 26 of the Rights
Agreement between First Chicago Trust Company of New York and Xxxxx
International, Inc. dated June 8, 2000 (the "Agreement"), the parties
desire to amend the Agreement.
On April 25, 2001, the Board of Directors of Xxxxx International, Inc.
approved the assignment of the Rights Agreement between First Chicago
Trust Company of New York and Xxxxx International, Inc. dated June 2,
2000 (the "Agreement") to EquiServe Trust Company, N.A., effective as
of July 1, 2001. A subsequent amendment to the Agreement effective
October 1, 2001, however, was made in error by and between First
Chicago Trust Company of New York and Xxxxx International, Inc.
2. EFFECTIVENESS. This Amendment shall be effective as of December 31,
2002 (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 assignment of the Agreement to EquiServe Trust Company,
N.A. was approved by the Board of Directors of Xxxxx International,
Inc. and the parties acknowledge and agree that such assignment
occurred effective as of July 1, 2001. By This Amendment No. 2, the
parties confirm that the Amendment to Rights Agreement effective as of
October 1, 2001 by and between First Chicago Trust Company of New York
and Xxxxx International, Inc. should have been by and between EquiServe
Trust Company, N.A. Notwithstanding the effective date as of this
Amendment No. 2, the parties confirm that the assignment occurred
effective as of July 1, 2001 and the Amendment to Rights Agreement as
of October 1, 2001 is hereby amended to reflect that EquiServe Trust
Company, N.A. is the Rights Agent.
4. 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 No. 2 to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the 31st day of December, 2002.
XXXXX INTERNATIONAL, INC. EQUISERVE TRUST COMPANY, N.A.
By: /s/ XXXXXX X. XXXXX By: /s/ XXXXXXX XXXX
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Xxxxxx X. Xxxxx Xxxxxxx Xxxx
Title: Assistant Secretary Title: Managing Director
