1
10.2
SUCCESSOR RIGHTS AGENT AGREEMENT
BETWEEN
XXXXX, INC.
AND
THE FIRST NATIONAL BANK OF BOSTON
Reference is hereby made to the Rights Agreement ("The Rights
Agreement") dated between Xxxxx, Inc. ("The Company") and The Chase Manhattan
Bank, N.A. ("The Agent"). Pursuant to the Rights Agreement, on September 12,
1994 the Company gave notice to the Rights Agent terminating its appointment as
Rights Agent effective November 1, 1994 ("The Termination Date").
The Company hereby appoints The First National Bank of Boston ("Bank of
Boston") as successor Rights Agent, and Bank of Boston hereby accepts the
appointment, effective on the termination date. Bank of Boston, by accepting
this appointment, hereby represents that it is a corporation organized and
doing business under the laws of the United States, in good standing, which is
authorized under such laws to exercise stock transfer or corporate trust powers
and is subject to supervision or examination by federal or state authority.
A. NON-ASSIGNABILITY
This Agreement, and the duties, obligations and services to be provided
herein, may not be assigned or otherwise transferred without the prior
written consent of the Company.
B CONTRACT ACCEPTANCE
In witness whereof, the parties hereto have caused this Agreement to be
executed by their respective officers, hereunto duly agreed and
authorized, as of the effective date of this Agreement.
THE FIRST NATIONAL BANK OF BOSTON XXXXX, INC.
By: /s/ Xxxxx Mardela By: /s/ Xxxxx X. Xxxxxxxx
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Title: Vice President Title: Treasurer
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Date: 9-21-94 Date: 9-21-94
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