EXHIBIT 4.6
AMENDMENT NUMBER 1 TO
RIGHTS AGREEMENT
This Amendment, made this 29th day of May, 1998 between Xxxxxxxx Health
Care, Inc., a Georgia corporation (the "Company"), and SunTrust Bank, Atlanta
("SunTrust"), amends that certain Rights Agreement between the Company and
AmSouth Bank of Alabama ("AmSouth"), dated as of March 2, 1996 (the "Rights
Agreement").
W I T N E S S E T H
WHEREAS, pursuant to Section 21 of the Rights Agreement, the Company has
removed AmSouth as Rights Agent under the Rights Agreement, effective as of June
1, 1998 (the "Effective Date"); and
WHEREAS, the Company desires to appoint SunTrust, and SunTrust desires to
serve as, Successor Rights Agent under the Rights Agreement, effective as of the
Effective Date.
NOW, THEREFORE, in consideration of the premises 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. Appointment of Successor Rights Agent. The Company hereby appoints
SunTrust to serve as the Successor Rights Agent under the Rights Agreement, to
be effective as of the Effective Date, and SunTrust hereby accepts such
appointment.
2. Amendment of Rights Agreement. The Rights Agreement is hereby amended
effective as of the Effective Date such that all references to the "Rights
Agent" under the Rights Agreement shall refer to SunTrust rather than AmSouth.
3. Undertakings. Each of the parties hereto agrees to take any and all
actions necessary to cause SunTrust to serve as Rights Agent under the Rights
Agreement, including, without limitation, the Company sending notice, prior to
the Effective Date, to AmSouth and each transfer agent of the Company's stock
that SunTrust has been appointed Successor Rights Agent under the Rights
Agreement.
4. Continuation of Rights Agreement. Except as explicitly amended above,
the Rights Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Amendment as of the date first above written.
XXXXXXXX HEALTH CARE, INC.
By:/s/Xxxx X. Xxxxxxxx
Title:Vice President and General
Counsel
SUNTRUST BANK, ATLANTA
By:/s/ Xxx Xxxxxxx
Title:Assistant Vice President
