EXHIBIT 4(a)
APPOINTMENT OF SUCCESSOR RIGHTS AGENT
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THIS AGREEMENT is entered into this 1st day of April, 1999, by and
between XXXXXXXX XXXXX, INC., a Delaware corporation (the "Company"), and
AMERICAN STOCK TRANSFER & TRUST COMPANY ("AST").
WITNESSETH:
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WHEREAS, the Company has entered into a Rights Agreement, dated August
23, 1990, as amended by an Appointment of Successor Rights Agent Agreement,
dated January 28, 1994 (collectively, the "Rights Agreement"), pursuant to which
Wachovia Bank of North Carolina, N.A. ("Wachovia") is serving as rights agent
("the Rights Agent"); and
WHEREAS, the Company has removed, pursuant to Section 21 of the Rights
Agreement, Wachovia as Rights Agent effective as of the close of business on
March 31, 1999 and the Company desires to appoint AST as successor rights agent.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. As of April 1, 1999, the Company appoints AST as Rights Agent, as
such term is defined in the Rights Agreement, to succeed Wachovia as Rights
Agent and to act as Rights Agent for the Company and the holders of the Rights,
as such term is defined in the Rights Agreement, in accordance with the terms
and conditions of the Rights Agreement, and AST accepts such appointment.
2. From and after April 1, 1999, (i) the term "Rights Agent" as used in
the Rights Agreement shall mean AST and (ii) the address, set forth in Section
25 of the Rights Agreement, to which notices to the Rights Agent are to be sent
is:
American Stock Transfer & Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
3. Except as indicated herein, the Rights Agreement remains unmodified
and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
XXXXXXXX XXXXX, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
(Corporate Seal) Title: Executive Vice President & CFO
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
(Corporate Seal) Title: Vice President
