Exhibit 5
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement (this "Amendment"), dated as
of November 13, 2002 is by and among Chicago Mercantile Exchange Holdings
Inc., a Delaware corporation (the "Company"), Mellon Investor Services, LLC,
a New Jersey limited liability company ("Mellon"), and Computershare Investor
Services, LLC, a Delaware limited liability company ("Computershare").
W I T N E S S E T H
WHEREAS, the Company and Mellon previously entered into a Rights
Agreement (the "Rights Agreement"), dated as of November 30, 2001, under which
Mellon was appointed to serve as the Rights Agent;
WHEREAS, Mellon desires to resign as Rights Agent and the Company
desires to accept such resignation and appoint Computershare as successor Rights
Agent under the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent may supplement or amend the Rights Agreement from time to
time in accordance with the provisions of Section 27 thereof; and
WHEREAS, in connection with the resignation of Mellon as Rights Agent
and the appointment of Computershare as successor Rights Agent, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable, and the Company,
Mellon and Computershare desire to evidence such amendment in writing.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Resignation of Rights Agent. Mellon hereby resigns as
Rights Agent under the Rights Agreement and the Company hereby accepts Mellon's
resignation.
Section 2. Appointment of the Successor Rights Agent. The Company
hereby appoints Computershare as successor Rights Agent under the Rights
Agreement and Computershare hereby accepts such appointment to serve as Rights
Agent. The appointment of Computershare as Rights Agent is deemed effective as
of November 13, 2002.
Section 3. Waiver of Prior Written Notice. The Company, Mellon and
Computershare each waive any requirements of prior written notice of a change of
the Rights Agent under the Rights Agreement.
Section 4. Amendment of Rights Agreement. The Rights Agreement shall
be amended as follows:
(a) "Computershare Investor Services, LLC" shall be substituted
throughout the Rights Agreement and exhibits and other attachments thereto for
"Mellon Investor Services, LLC", including substituting all abbreviations
therefore. As of the Effective Date, all references in the Rights Agreement to
"Rights Agent" shall be deemed to refer to Computershare, Mellon shall no longer
be the Rights Agent and Computershare shall be fully responsible for all
obligations of the Rights Agent under the Rights Agreement.
(b) Section 26 of the Rights Agreement is hereby amended by deleting
the address for notice or demand to be given to the Rights Agent by the Company
or by the holder of any Rights Certificate and substituting in lieu thereof the
following:
Computershare Investor Services, LLC
Xxx Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Relationship Manager
with a copy to:
Computershare Investor Services, LLC
Xxx Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
(c) Section 32 of the Rights Agreement is hereby amended by deleting
such section and substituting in lieu thereof the following:
GOVERNING LAW. This Agreement, each Right and each Rights Certificate
issued hereunder shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to
contracts made and to be performed entirely within such State;
PROVIDED, HOWEVER, that all provisions regarding the rights, duties and
obligations of the Rights Agent shall be governed by and construed in
accordance with the laws of the State of Illinois applicable to
contracts made and to be performed entirely within such State.
Section 5. Continued Effectiveness. The parties hereto hereby
acknowledge and agree that, except as specifically amended hereby, the Rights
Agreement shall remain in full force and effect in accordance with its terms.
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Section 6. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.
Section 7. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
one and the same instrument.
Section 8. Except as otherwise expressly provided herein, or unless the
context otherwise requires, all capitalized terms used herein have the meanings
assigned to them in the Rights Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and effective as of the day and year above written.
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
By: /s/ X.X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Administrative Officer
MELLON INVESTOR SERVICES, LLC
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
COMPUTERSHARE INVESTOR SERVICES, LLC
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Director, Client Services
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