EXHIBIT 10.9
AGREEMENT OF SUBSTITUTION AND AMENDMENT OF
SHAREHOLDER RIGHTS AGREEMENT
This Agreement of Substitution and Amendment is entered into as of May
9, 2002, by and between Xxxxxxxxx Mortgage, Inc., a Maryland corporation (the
"Company") and American Stock Transfer and Trust Company, a New York banking
corporation ("AST").
RECITALS
A. On or about January 25, 2001, the Company entered into a Shareholder
Rights Agreements (the "Rights Agreement") with Mellon Investor
Services LLC (the "Predecessor Agent") as rights agent.
B. The Company wishes to remove the Predecessor Agent and substitute AST
as rights agent pursuant to Section 21 of the Rights Agreement.
C. The Company has given the Predecessor Agent notice of removal of the
Predecessor Agent as rights agent.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and of other
consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Section 21 of the Rights Agreement is hereby amended to provide that
any successor rights agent shall, at the time of its appointment as
rights agent, have a combined capital and surplus of at least $10
million, rather than $50 million.
2. The Company hereby appoints AST as rights agent pursuant to Section 21
of the Rights Agreement, to serve in that capacity for the
consideration and subject to all of the terms and conditions of the
Rights Agreement.
3. AST hereby accepts the appointment as rights agent pursuant to Section
21 of the Rights Agreement and agrees to serve in that capacity for the
consideration and subject to all of the terms and conditions of the
Rights Agreement.
4. From and after the effective date hereof, each and every reference in
the Rights Agreement to a "Rights Agent" shall be deemed to be a
reference to AST.
5. Section 26 of the Rights Agreement is amended to provide that notices
or demands shall be addressed as follows (until another address is
filed):
If to the Company: Xxxxxxxxx Mortgage, Inc.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xx, Xxx Xxxxxx 00000
Attention: Xxxxxx Xxxxxxxxx
with a copy to: Xxxxxxx, Xxxxx & Xxxx, LLP
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
If to AST: American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attention: Corporate Trust Department
6. Except as expressly modified herein, the Rights Agreement shall remain
in full force and effect.
7. This Agreement of Substitution and Amendment may be executed in one or
more counterparts, each of which shall together constitute one and the
same document.
IN WITNESS WHEREOF, the parties have caused this Agreement of
Substitution and Amendment to be duly executed as of the dated indicated above.
XXXXXXXXX MORTGAGE, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxx, President
and Chief Operating Officer
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx, Vice
President
