APPOINTMENT OF SUCCESSOR RIGHTS AGENT
EXHIBIT
4.6
This
Appointment of Successor Rights Agent (this "Agreement") is dated as of June 20,
2005, by and among LaSalle Bank National Association ("LaSalle"), Xxxxx Fargo
Bank, N.A. ("Xxxxx Fargo") and Longview Fibre Company (the
"Company").
RECITALS
WHEREAS,
LaSalle is acting "Rights Agent," as that term is defined in that certain Rights
Agreement dated as of March 1, 1999 (the "Rights Agreement"), for the
Company;
WHEREAS,
the Board of Directors of the Company has determined that it is in the best
interests of the Company to appoint Xxxxx Fargo as successor Rights Agent under
the Rights Agreement;
WHEREAS,
pursuant to Section 21 of the Rights Agreement, the Company provided to LaSalle,
in a letter dated May 13, 2005, written notice of its intent to discharge
LaSalle of its duties under the Rights Agreement and to appoint Xxxxx Fargo as
successor Rights Agent; and
WHEREAS,
Xxxxx Fargo has agreed to act as successor Rights Agent under the Rights
Agreement;
NOW,
THEREFORE, the parties hereby agree as follows:
1.1 Representations
and Warranties.
Pursuant
to Section 21 of the Rights Agreement, Xxxxx Fargo represents and warrants that
it is an association organized and doing business under the laws of the United
States, is in good standing, has an office in a state of the United States, is
subject to supervision by federal or a state authority and has a combined
capital and surplus of at least $50,000,000.
1.2 Acceptance
of Appointment; No Further Action.
Xxxxx
Fargo accepts the appointment by the Company as successor Rights Agent under the
Rights Agreement. Xxxxx Fargo, as successor Rights Agent, shall act as successor
Rights Agent under the Rights Agreement without further act or deed and shall be
vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent.
1.3 Transfer
of Property.
LaSalle
shall promptly deliver and transfer to Xxxxx Fargo any property held by it under
the Rights Agreement and shall execute and deliver any further assurance,
conveyance, act or deed necessary for that purpose.
1.4 Supplement
to Rights Agreement.
Pursuant
to Section 28 of the Rights Agreement, this Agreement shall be deemed a
supplement to the Rights Agreement and shall be incorporated as such into and
made part of the Rights Agreement. The Company hereby certifies that this
supplement is in compliance with the terms of Section 28 of the Rights
Agreement.
1.5 Successor.
Pursuant
to Section 29 of the Rights Agreement, all the covenants and provisions of the
Rights Agreement by or for the benefit of the Rights Agent shall bind and inure
to the benefit of Xxxxx Fargo, as successor Rights Agent.
1.6 Notices.
Any
notices or demands to be given to Xxxxx Fargo, as successor Rights Agent,
pursuant to Section 27 of the Rights Agreement shall be given to the following
addresses:
Mailing
Address: Street
(or Courier) Address:
Xxxxx
Fargo Bank, X.X.
Xxxxx Fargo Bank, N.A.
Shareowner
Services
Shareowner
Services
X.X. Xxx
00000
000 Xxxxx
Xxxxxxx Xxxxxxxx
St. Xxxx,
MN
55164-0854 Xxxxx Xx.
Xxxx, XX 00000
1.7 Counterparts;
Facsimile.
This
Agreement may be executed in several counterparts, and by the parties hereto on
separate counterparts, each of which is an original but all of which together
shall constitute one Agreement. Delivery of an executed signature page to this
Agreement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Agreement.
1.8 Further
Assurances.
The
parties shall cooperate fully with each other and take all further actions and
execute all further documents as may from time to time be reasonably necessary
to carry out the purposes of this Agreement and the Rights
Agreement.
1.9 Governing
Law.
This
Agreement shall be governed by, and construed, interpreted and enforced in
accordance with the substantive law of the State of Washington, excluding any
conflict of laws principles.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.
LONGVIEW
FIBRE COMPANY
By:
X. X. XXXXXXXXXX
Name: X. X. XXXXXXXXXX
Title:
Senior Vice President-Finance
LASALLE
BANK NATIONAL
ASSOCIATION
By:
XXXXXXX XXXXXXX
Name:
XXXXXXX XXXXXXX
Title:
Senior Vice President
XXXXX FARGO BANK, N.A.
By:
XXXXX XXXX
Name: XXXXX XXXX
Title:
Assistant Vice President
