AMENDMENT TO RIGHTS AGREEMENT
The amended Rights Agreement dated July 6, 2001 between Xxxx Systems, Inc.
and Bank Boston, NA is hereby further amended as follows:
1. Registrar and Transfer Company, a New Jersey corporation ("R&T"),
is hereby appointed as the successor Rights Agent with the same
powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent.
2. Section 21 is hereby amended by deleting the fifth sentence and
in its place substituting a new fifth sentence to read as
follows:
"Any successor Rights Agent, whether appointed by the Company or
by such a court, shall be 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 stock transfer powers and is subject to
supervision or examination by federal or state authority and that
at the time of its appointment as Rights Agent is registered as a
Transfer Agent in accordance with the applicable provisions of
the Securities Exchange Act of 1934, as amended, and is qualified
to act as a Transfer Agent under the rules of the New York Stock
Exchange."
In witness whereof, the parties listed below have caused this Amendment to
be duly executed on this date.
Date: August 10, 2001
Xxxx Systems, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, CFO & Vice President
Registrar and Transfer Company
By: /s/ Xxxxxxx X. Tatler
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Xxxxxxx X. Tatler, Vice President
