Exhibit 4.2
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
between
SIERRA HEALTH SERVICES, INC.
and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated as of June 14, 1994
This Amendment, made this 10th day of August , 2000, has been executed by the
authorized representative of Sierra Health Services, Inc. and Xxxxx Fargo Bank
Minnesota, N.A.
WHEREAS, Sierra Health Services, Inc. (the "Corporation") entered into a
Rights Agreement (the "Agreement") with its Transfer Agent, Continental Stock
Transfer & Trust Company ("Continental") on June 14, 1994, and
WHEREAS, the Corporation changed Transfer Agents from Continental to
Norwest Bank Minnesota, N.A. ("Norwest") on August 23, 1999, and
WHEREAS, Norwest changed its name to Xxxxx Fargo Bank Minnesota, N.A.
("Xxxxx Fargo") on July 8, 2000, and
WHEREAS, the Board of Directors of the Corporation appointed Xxxxx Fargo as
its successor agent under the Rights Agreement on August 10, 2000, and
WHEREAS, Xxxxx Fargo's principal office is in the state of Minnesota.
NOW, THEREFORE, BE IT RESOLVED, That effective August 10, 2000, the name
Continental Stock Transfer & Trust Company be removed from the Agreement and
be replaced with the name Xxxxx Fargo Bank Minnesota, N.A.
FURTHER RESOLVED, That Section 21 of the Rights Agreement be amended as
follows:
Delete the 5th sentence and replace it with the following:
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"Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be (a) a corporation organized, doing business and in good
standing under the laws of the United States or of any state, having a
principal office in the State of New York, Minnesota, or Nevada, that is
authorized by law to exercise corporate trust and stock transfer powers and
is subject to supervision or examination by federal or state authority and
that has at the time of its appointment as Rights Agent a combined capital
and surplus adequate in the judgment of the Requisite Majority to assure
the performance of its duties hereunder and the protection of the interests
of the Company and the holders of Rights or beneficial interests therein,
or (b) an Affiliate of a corporation described in clause (a) of this
sentence."
IN WITNESS WHEREOF, this Amendment No. 1 is effective the date first above
written.
SIERRA HEALTH SERVICES, INC. XXXXX FARGO BANK MINNESOTA,
N.A.
By: By:
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