ASSIGNMENT AND ASSUMPTION AGREEMENT
This Agreement is made as of December 2, 1991, by and among Xxxx
Manufacturing Co., a Pennsylvania corporation ("Xxxx"), Mellon Bank N.A., a
national bank ("Mellon") and American Stock Transfer & Trust Company, a New York
corporation ("AST")
Background
On August 8, 1990, Xxxx and Mellon entered into that certain
Rights Agreement (the "Rights Agreement") with respect to which Xxxx has issued
the Rights. (All capitalized terms used but not otherwise defined herein have
the same meaning as in the Rights Agreement.) Pursuant to the Rights Agreement,
Mellon has acted as the Rights Agent. The parties hereto desire to substitute
AST as successor Rights Agent, as provided herein.
NOW, THEREFORE, in consideration of the foregoing, and
themutual agreements herein contained and intending to be legally bound, the
parties hereby agree as follows:
Effective as of the opening of business on December 2, 1991,
Mellon shall be removed as Rights Agent and AST shall be the successor Rights
Agent, as provided in Section 21 of the Rights Agreement. In furtherance of the
foregoing, Mellon hereby assigns and transfers to AST and its successors and
assigns, all of the rights, powers and privileges of the Rights Agent under the
Rights Agreement, subject to all obligations, to be effective as of the opening
of business on December 2, 1991, and AST hereby accepts such assignment and
agrees to be bound by the Rights Agreement as if an original party thereto.
Each party hereto represents and warrants that it is duly
authorized to enter into this Agreement. AST further represents and warrants
that it satisfies all requirements applicable to the Rights Agent set forth in
the Rights Agreement.
Each party agrees, at any time upon request by any other party,
to do, execute and deliver all such further acts, assignments or other documents
as may be necessary to effectuate the purpose of this Agreement.
IN WITNESS HEREOF, each party has caused this Agreement to be duly
executed and delivered by their respective duly authorized officers as of the
date first written above.
Attest
/s/ Xxxxxx Akodler /s/ Xxxxxxx X. Xxxxx, Xx.
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Xxxxxxx X. Xxxxx, Xx.
Sr. Vice President,
Finance & Administration
MELLON BANK N.A.
Attest
/s/ /s/
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Title
AMERICAN STOCK TRANSFER & TRUST COMPANY
Attest
/s/ /s/
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Title
