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Exhibit 4.2
[XXXXXXX TECHNOLOGIES LETTERHEAD]
April 2, 1997
ChaseMellon Shareholder Services, L.L.C. as Rights Agent
as successor to First Interstate Bank
000 Xxxxx Xxxx Xxxxxx, Xxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
RE: Amendment to Rights Agreement
Ladies and Gentlemen:
The Rights Agreement by and between Xxxxxxx Technologies and First
Interstate Bank (which was acquired by ChaseMellon Shareholder Services, L.L.C.
("Successor Agent")], dated February 1, 1990, is hereby amended as follows:
Section 21 of the Rights Agreement is hereby modified and amended by
deleting the fifth sentence in its entirety and replacing it with:
Any successor Rights Agent, whether appointed by the Company
or by such a court, shall be either (a) a corporation
organized and doing business under the laws of the United
States or of any state of the United States, in good standing,
which is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by
federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of
at least $100,000,000 or (b) an affiliate of such a
corporation.
In executing and delivering this amendment, the Successor Agent shall
be entitled to all the privileges and immunities afforded to the Rights Agent
under the terms and conditions of the Rights Agreement.
XXXXXXX TECHNOLOGIES, INC.
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
General Counsel and Secretary
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
as successor Rights Agent
By: /s/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
