Exhibit 4.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of October 13, 2006
(this "Amendment"), to the Rights Agreement, dated as of December 17, 1998 (the
"Rights Agreement"), by and between XXXX X. XXXXXXX COMPANY, a Georgia
corporation (the "Company") and FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New
York corporation, as Rights Agent ("First Chicago"), is entered into by and
between the Company and XXXXX FARGO BANK, N.A., a national banking association
("Xxxxx Fargo").
WHEREAS, pursuant to Section 21 of the Rights Agreement, the Company
may in its sole and absolute discretion remove the Rights Agent and appoint a
successor Rights Agent; and
WHEREAS, the Company desires to remove First Chicago from its duties as
Rights Agent under the Rights Agreement and appoint Xxxxx Fargo as Rights Agent
thereunder.
NOW, THEREFORE, in consideration of the foregoing, the Rights Agreement
is hereby amended as follows:
Section 1. Discharge of Rights Agent. Effective as of November 15, 2006,
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the Company hereby removes First Chicago from its duties as Rights Agent under
the Rights Agreement.
Section 2. Appointment of Successor Agent. The Company and Xxxxx Fargo hereby
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acknowledge and agree that, effective as of November 15, 2006, Xxxxx Fargo is
hereby appointed as the successor Rights Agent under the Rights Agreement and
hereby becomes party to the Rights Agreement in such capacity.
Section 3. Amendments to Rights Agreement. Effective as of November 15, 2006,
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the Rights Agreement is hereby amended as follows:
(a) The reference to "FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York
corporation" in the preamble on page one (1) of the Rights Agreement is
hereby deleted in its entirety and, in its place, the following is
hereby inserted:
"XXXXX FARGO BANK, N.A., a national banking association"
(b) The notice information of First Chicago in Section 26 of the Rights
Agreement is hereby deleted in its entirety and, in its place, the
notice information of Xxxxx Fargo is hereby inserted, which shall read,
in its entirety, as follows:
"Xxxxx Fargo Bank, X.X.
Xxxxx Fargo Shareowner Services
Attn: Manager of Account Administration
000 Xxxxx Xxxxxxx Xxxxxxxx
Xxxxx Xx. Xxxx, Xxxxxxxxx 00000-0000"
(c) The last sentence of Section 8 of the Rights Agreement is hereby
deleted in its entirety and, in its place, the following is hereby inserted:
"Subject to applicable law and regulations, the
Rights Agent shall maintain in a retrievable database
electronic records of all cancelled or destroyed
stock certificates which have been cancelled or
destroyed by the Rights Agent. The Rights Agent shall
maintain such electronic records or physical records
for the time period required by applicable law and
regulation. Upon written request of the Company (and
at the expense of the Company), the Rights Agent
shall provide the Company or its designee copies of
such electronic records or physical records relating
to rights certificates cancelled or destroyed by the
Rights Agent."
Section 4. Full Force and Effect. If any term, provision, covenant or
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restriction of 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 the Rights
Agreement, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
Section 5. Defined Terms. Capitalized terms used but not defined
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herein shall have the meaning given to them in the Rights Agreement.
Section 6. Governing Law. This Amendment shall be deemed to be a contract made
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under the laws of the State of Georgia 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.
Section 7. Execution in Counterparts. This Amendment may be executed in any
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number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
Section 8. Ratification, Adoption and Approval. In all respects not inconsistent
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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.
[SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
XXXX X. XXXXXXX COMPANY
By:
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Name:
Title:
XXXXX FARGO BANK, N.A.
By:
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Name:
Title:
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