Exhibit 4.3
Xxxxx 00, 0000
XxxxxXxxxxx Shareholder Services, L.L.C., as Rights Agent,
As successor to First Interstate Bank, Ltd.
000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to that certain Rights Agreement, dated as of March 3,
1989 and amended as of June 11, 1990 (the "Rights Agreement"), by and between
Xxxx'x International, Inc. and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (the "Successor Agent"), as successor to First Interstate Bank,
Ltd. The Rights Agreement is hereby amended by deleting in its entirety the
fifth sentence of Section 21 and replacing it with the following sentence:
"Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be either (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, which is authorized under such laws
to exercise 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 $100,000,000 or (b) an affiliate of such a corporation."
In executing and delivering this amendment, the Successor Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement, as hereby amended.
XXXX'X INTERNATIONAL, INC.
By: XXXXX X. XXXXXXX
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Title: Vice President - Corporate Affairs
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CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.,
as successor Rights Agent
By: XXXXX X. XXXXXXXXXX
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Title: Vice President
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