EXHIBIT 4.3
AGREEMENT OF SUBSTITUTION AND AMENDMENT OF
PREFERRED SHARES RIGHTS AGREEMENT
This Agreement of Substitution and Amendment is entered into as of
September 10, 2004, by and between Xxxxxxx Navigation Limited, a California
corporation (the "Company") and American Stock Transfer & Trust Company, a New
York banking corporation ("AST").
RECITALS
A. On or about February 18, 1999, the Company entered into a Preferred
Shares Rights Agreements (the "Rights Agreement") with ChaseMellon
Shareholder Services, L.L.C. (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,
effective October 1, 2004 (the "Effective Date").
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, from and after the Effective
Date, 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, 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: Xxxxxxx Navigation Limited
000 X. Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Vice President & General Counsel
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 to be
duly executed as of the date indicated above.
XXXXXXX NAVIGATION LIMITED
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx, Vice President
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxx Xxxxxx
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Name: