Exhibit 99.2
APPOINTMENT AGREEMENT AND FIRST AMENDMENT TO RIGHTS AGREEMENT
This Appointment Agreement and First Amendment to Rights
Agreement ("First Amendment") is made effective the 22nd day of August, 1997, by
and among MedCath Incorporated ("MedCath"), First Union National Bank of North
Carolina ("First Union") and LaSalle National Bank ("LaSalle"), and supplements
and amends that certain Rights Agreement, dated as of October 15, 1996, by and
between MedCath Incorporated and First Union, as Rights Agent (the "Rights
Agreement").
RECITALS
WHEREAS, MedCath and First Union have previously entered into
the Rights Agreement, pursuant to which First Union was appointed Rights Agent
thereunder; and
WHEREAS, MedCath desires to appoint, effective as of 12:00
a.m., E.D.T., September 2, 1997 (the "Appointment Time"), LaSalle as sole and
successor Rights Agent to First Union, and LaSalle desires to accept such
appointment; and
WHEREAS, the appointment of LaSalle requires certain
amendments to the Rights Agreement, as described herein;
NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements set forth herein, the parties hereto agree as follows:
Section 1. Effective as of the Appointment Time, and subject
to Section 21 of the Rights Agreement, First Union resigns and is discharged
from its duties, as Rights Agent; provided, however, that, in connection with
the foregoing, MedCath hereby waives any right to advance notice thereof that it
may have pursuant to Section 21 of the Rights Agreement.
Section 2. Effective as of the Appointment Time, and pursuant
to Section 21 of the Rights Agreement, MedCath appoints LaSalle as successor
Rights Agent, and LaSalle accepts such appointment, such appointment to have the
effect set forth in Section 21 of the Rights Agreement. First Union agrees that
the execution and delivery of this First Amendment shall be deemed for all
purposes of the Rights Agreement to constitute the notice of the appointment of
a successor Rights Agent contemplated by Section 21 of the Rights Agreement.
Section 3. Effective as of the Appointment Time, all
references in the Rights Agreement, including without limitation in Section 3(c)
thereof (and in any Exhibit to the Rights Agreement, including without
limitation the form of Right Certificate) to "First Union National Bank of North
Carolina" shall be deemed to be amended to be references to "LaSalle National
Bank."
Section 4. Section 1(d) of the Rights Agreement is hereby
amended by deleting therefrom the word "North Carolina" and substituting
therefor the word "Illinois."
Section 5. The fifth sentence of Section 21 of the Rights
Agreement is hereby amended by deleting therefrom the phrase "having an office
in the State of North Carolina".
Section 6. Section 26 of the Rights Agreement is hereby
amended by deleting therefrom the following:
First Union National Bank of North Carolina
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Shareholder Services
and substituting therefor:
LaSalle National Bank
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxxxx
Section 7. This First Amendment may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument. Terms not defined herein shall,
unless the context otherwise requires, have the meanings assigned to such terms
in the Rights Agreement.
Section 8. The Rights Agreement is hereby ratified, adopted,
approved and confirmed, as amended by this First Amendment.
Section 9. If any term, provision, covenant or restriction of
the Rights Agreement, as amended by this First Amendment, is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of the Rights
Agreement shall remain in full force and effect and in no way be affected,
impaired or invalidated.
Section 10. This First Amendment shall be deemed to be a
contract made under the laws of the State of North Carolina and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and attested, all as of the date and year first
above written.
MEDCATH INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: VP Finance
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By: /s/ D. Xxx Xxxxxx
Name: D. Xxx Xxxxxx
Title: Corporate Trust
Officer
LASALLE NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxxxx
Title: Assistant Vice President
Corporate Trust Administration
