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APPOINTMENT AND AMENDMENT
THIS APPOINTMENT AND AMENDMENT is made this 2nd day of July 1992 by
Keystone International, Inc., a Texas corporation ("KII"), and Continental
Stock Transfer & Trust Company ("Continental"),
W I T N E S S E T H:
WHEREAS, KII and NationsBank of Texas, N.A., formerly NCNB Texas
National Bank, ("NationsBank"), are parties to each of that certain Rights
Agreement, dated as of March 31, 1990 (the "Rights Agreement"), and Depositary
Agreement, dated as of March 31, 1990 (the "Depositary Agreement"), pursuant to
which NationsBank served as Rights Agent and Depositary, respectively;
WHEREAS, NationsBank has tendered to KII its resignation as Rights
Agent and Depositary under the Rights Agreement and Depositary Agreement,
respectively;
WHEREAS, KII desires to appoint Continental as successor Rights Agent
and Depositary under the Rights Agreement and Depositary Agreement,
respectively, and Continental desires to accept such appointments; and
WHEREAS, simultaneous to such appointments, KII desires to effect an
amendment to Section 21 of the Rights Agreement.
WHEREAS, NOW THEREFORE, for and in consideration of the premises, and
the mutual and dependent promises contained herein, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. KII hereby appoints Continental as Rights Agent under the Rights
Agreement and Continental hereby accepts such appointment, all in accordance
with the terms and subject to the conditions of the Rights Agreement, and
effective as of 5:00 P.M., Houston, Texas time, on July 2, 1992 (the "Effective
Time").
2. (a) Effective as of the Effective Time, Section 21 of the Rights
Agreement is hereby amended to be and read in its entirety as follows:
Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to
each transfer agent of the Common Stock and Preferred Stock by
registered or certified mail, and, subsequent to the Distribution
Date, to the holders of the Right Certificates by mail. The Company
may remove the Rights Agent or any successor Rights Agent
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upon 30 days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent
of the Common Stock and Preferred Stock by registered or certified
mail, and, subsequent to the Distribution Date, to the holders of the
Rights Certificates by mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of 30 days after giving
notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Right Certificate (who shall, with
such notice, submit his Right Certificate for inspection by the
Company), then the registered holder of any Right Certificate may
apply to any court of competent jurisdiction for the appointment of a
new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be (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, having a corporate trust office
in the city of New York, which is authorized under such laws to
exercise stock transfer or 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 $50,000,000; or (b) an affiliate of a Corporation
described in clause (a) of this sentence; or (c) meets the financial
requirements of Rule 496 of the New York Stock Exchange rules, whether
by net worth and/or by bonds from one or more A + A.M. Best's rated
insurance company(s) and/or by a corporate guarantee from a
corporation that has equity of at least twice the balance being
guaranteed. After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or
deed; but the predecessor Rights Agent shall deliver and transfer to
the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance,
act or deed necessary for the purpose. Not later than the effective
date of any such appointment, the Company shall file notice thereof in
writing with the predecessor Rights Agent and each transfer agent of
the Common Stock and the Preferred Stock, and, subsequent to the
Distribution Date, mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided
for in this Section 21, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent
or the appointment of the successor Rights Agent, as the case may be.
(b) KII hereby certifies to Continental that such amendment is in
compliance with Section 27 of the Rights Agreement.
KII hereby appoints Continental as Depositary under the Depositary
Agreement and
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Continental hereby accepts such appointment, all in accordance with the terms
and subject to the conditions of the Depositary Agreement, and effective as of
the Effective Time.
4. Continental hereby agrees to meet at all times the financial
requirements of Rule 496 of the New York Exchange Rules as provided in Section
21(c) as amended in the aforementioned Rights Agreement.
5. The parties hereto may execute this document in any number of
counterparts, each of which is an original, but all of which together
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Appointment and Amendment to be executed by a duly authorized officer on this
the 2nd day of July, 1992, effective as of the Effective Time.
KEYSTONE INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Vice President
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Chairman
