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Exhibit 4
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Appointment and Acceptance of Successor Rights Agent, dated
as of September 15, 1997, between Liqui-Box Corporation and
National City Bank
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APPOINTMENT AND ACCEPTANCE OF SUCCESSOR RIGHTS AGENT
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This APPOINTMENT AND ACCEPTANCE OF SUCCESSOR RIGHTS AGENT, is entered into
as of September 15, 1997, by and between Liqui-Box Corporation, an Ohio
corporation (the "Company"), and National City Bank ("NCB").
WITNESSETH:
WHEREAS, the Company and The Huntington National Bank ("Huntington")
entered into a Rights Agreement, dated as of February 22, 1989, which was
subsequently amended by an Amendment Agreement, dated as of May 11, 1990
(collectively, the "Rights Agreement"), pursuant to which Huntington was
appointed to act as "Rights Agent" under the Rights Agreement; and
WHEREAS, pursuant to Section 22 of the Rights Agreement, the Company has
the right to appoint a successor to the Rights Agent if the Rights Agent
resigns, is removed or otherwise becomes incapable of acting; and
WHEREAS, Huntington has notified the Company of its desire to terminate
service as Rights Agent under the Rights Agreement, effective September 15,
1997; and
WHEREAS, NCB has indicated to the Company that NCB would be willing to
serve as successor Rights Agent under the Rights Agreement, effective September
15, 1997;
NOW, THEREFORE, the Company and NCB agree as follows:
1. Pursuant to Section 22 of the Rights Agreement, the Company hereby
appoints, and NCB hereby accepts the
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appointment of, NCB as successor Rights Agent under the Rights Agreement,
effective September 15, 1997.
2. This Appointment and Acceptance of Successor Rights Agent may be
executed in any number of counterparts, each of which shall be an original, and
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.
3. In all respects not inconsistent with the terms and provisions of this
Appointment and Acceptance of Successor Rights Agent, the Rights Agreement is
hereby ratified and confirmed. In executing and delivering this Appointment and
Acceptance of Successor Rights Agent, NCB shall be entitled to all of the
privileges and immunities afforded to the Rights Agent under the terms and
conditions of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Appointment and
Acceptance of Successor Rights Agent to be duly executed by their respective
authorized representatives as of the day and year first above written.
LIQUI-BOX CORPORATION
By: /s/ C. Xxxxxxx XxXxx
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C. Xxxxxxx XxXxx, its Vice
President of Administration
and Manufacturing
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NATIONAL CITY BANK
By: /s/ J. Xxxx Xxxxxxx
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Name: J. Xxxx Xxxxxxx
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Title: Vice President
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