EXHIBIT 4.7
FIRST AMENDMENT TO RIGHTS AGREEMENT
-----------------------------------
This Amendment, dated as of July 15, 1990, by and among
Xxxxxx Group Inc., a Delaware corporation (the "Company"), The
Connecticut Bank and Trust Company, National Association ("CBT")
and Mellon Bank, N.A. ("Mellon") to the Rights Agreement between
the Company and CBT dated as of July 16, 1986, (the "Rights
Agreement").
WHEREAS, the Company and the Rights Agent have
heretofore executed and entered into the Rights Agreement under
which CBT served as the Rights Agent;
WHEREAS, pursuant to Section 26 of the Rights
Agreement, the Company and CBT may from time to time supplement
or amend the Rights Agreement in accordance with the provisions
of Section 26 thereof;
WHEREAS, the Company desires to appoint Mellon as the
sole and successor Rights Agent to CBT effective as of August 1,
1990 (the "Appointment Time");
WHEREAS, the Company desires to make certain amendments
to the Rights Agreement on account of the appointment of Mellon
as Rights Agent;
WHEREAS, the Company intends to provide notice to
registered holders of the Rights Certificates pursuant to Section
21 of the Rights Agreement; and
WHEREAS, the execution and delivery of this Amendment
by the Company, CBT and Mellon have been in all respects duly
authorized by each of them;
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NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein set forth, the parties hereby agree
as follows:
Section 1. The Company hereby appoints Mellon as the
sole Rights Agent, and Mellon hereby accepts such appointment,
effective as of the Appointment Time.
Section 2. Effective as of the Appointment Time, all
references in the Rights Agreement (and in any Exhibit thereto)
to "The Connecticut Bank and Trust Company, National Association"
shall be deemed to be amended to be references to "Mellon Bank,
N.A."
Section 3. The legend set forth in Section 3(c) of the
Rights Agreement is amended, effective as of the Appointment
Time, to read in its entirety as follows:
"This certificate also evidences and entitles the holder
hereof to certain Rights as set forth in the Rights
Agreement between Xxxxxx Group Inc. (the 'Company') and
Mellon Bank, N.A. (the 'Right Agent') dated as of July 16,
1986, as amended, (the 'Rights Agreement'), the terms of
which are hereby incorporated herein by reference and a copy
of which is on file at the principal offices of the Company.
Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this
certificate a copy of the Rights Agreement, as in effect on
the date of mailing, without charge, promptly after receipt
of a written request therefor."
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Section 4. Section 21 of the Rights Agreement is
amended, effective as of the Appointment Time, to add immediately
after each use of the word "Connecticut" the phrase "or the
Commonwealth of Pennsylvania."
Section 5. Section 25 of the Rights Agreement is
amended, effective as of the Appointment Time, by replacing the
words:
"The Connecticut Bank and Trust Company, National
Association
Xxx Xxxxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Stock Transfer Department"
with the words:
"Mellon Bank, N.A.
Xxx Xxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Corporate Trust Group"
Section 6. Effective as of the Appointment Time, CBT
shall no longer be a Rights Agent for any purposes of the Rights
Agreement, and its agreement or consent shall not be required for
any amendment thereto or in connection with any action taken
thereunder. The parties hereto agree that, effective as of the
Appointment Time, Mellon shall be vested with the same powers,
rights, duties, and responsibilities as if it had been originally
named as a Rights Agent without further act or deed. CBT agrees
to deliver and transfer to Mellon any and all books, records,
funds, certificates, documents, instruments and other property of
any kind held by it under the Rights Agreement as of the
Appointment Time and to execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose.
Section 7. Except as expressly set forth herein, the
Rights Agreement shall remain in full force and effect.
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Section 8. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but
all of which together shall constitute but one agreement.
IN WITNESS WHEREOF, this Agreement has been signed by
or on behalf of each of the parties hereto as of the day and year
first above written.
Attest: XXXXXX GROUP INC.
By:/s/ Xxxx Xxxxxx Xxxxxxxxx By:/s/ Xxxx X. Xxxxxx
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Name: Xxxx Xxxxxx Xxxxxxxxx Name: Xxxx X. Xxxxxx
Title: Assistant Secretary Title Vice President
Attest: THE CONNECTICUT BANK AND TRUST
COMPANY, NATIONAL ASSOCIATION
By:/s/ Xxxxxxxx X. Xxxxxxx By:/s/ Xxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Assistant Vice President Title: Vice President
Attest: MELLON BANK, N.A.
By:/s/ Xxxx X. Xxxxx By:/s/ Xxxxxx Lvicki
------------------------- --------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxx Lvicki
Title: Assistant Vice President Title: Assistant Vice President
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