Exhibit 4
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT, dated as of December 7, 2000, to the Rights Agreement, dated as
of March 7, 1986 (the "Rights Agreement"), between Xxxxxx Xxxxxxxxxxx, a
Delaware corporation (then named Xxxxxxxxx Corporation) (the "Company"), and
Xxxxxx Trust Company of New York, as Rights Agent, as amended on February 22,
1996, and as further amended on January 10, 2000 to designate EquiServe Limited
Partnership and its subsidiary EquiServe Trust Company as Successor Rights Agent
(the "Rights Agent").
Pursuant to Section 26 of the Rights Agreement, the Company and the Rights
Agent may from time to time supplement or amend the Rights Agreement in
accordance with the provisions of Section 26 thereof. All acts and things
necessary to make this Amendment a valid agreement, enforceable according to its
terms, have been done and performed, and the execution and delivery of this
Amendment by the Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements set forth
herein, the parties hereto agree as follows:
1. Subsection (a)(i) of Section 7 of the Rights Agreement shall be
deleted in its entirety and replaced with the following:
(i) the close of business on March 17, 2006 (the "Final
Expiration Date"), or
2. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State.
3. This Amendment to the Rights Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed an
original and all such counterparts shall together constitute but one and the
same instrument. Terms not defined herein shall, unless the context otherwise
requires, have the meanings assigned to such terms in the Rights Agreement.
4. Except as expressly set forth herein, this Amendment to the Rights
Agreement shall not by implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Rights Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.
5. If any term, provision, covenant or restriction of this Amendment to
the Rights Agreement 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 to the Rights
Agreement, and of the Rights Agreement, shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
Attest: Xxxxxx Xxxxxxxxxxx
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxx Xxxxxxxx
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Xxxxx Xxxxxx Xxxxxxxx
Vice President, Deputy General
Counsel and Secretary
Attest: EquiServe Trust Company, N.A.
By: /s/ Xxxxxx X. Ferrari By: /s/ X.X. Xxxxx
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X.X. Xxxxx
Chief Business Development Officer
Attest: EquiServe Limited Partnership
By: /s/ Xxxxxx X. Ferrari By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Senior Account Manager
