AMENDMENT NO. 5 TO RIGHTS AGREEMENT
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This Agreement, dated as of March 4, 1997, by and among Cyprus Amax
Minerals Company, a Delaware corporation (the "Company"), KeyBank, N.A.,
formerly known as Society National Bank ("Society"), as Rights Agent, and the
Bank of New York (the "Bank"), supplements and amends the Rights Agreement,
dated as of February 23, 1989, and amended as of September 21, 1989, as of
January 22, 1990, as of May 24, 1993, and as of December 14, 1995 (the "Rights
Agreement"):
WHEREAS, the Company desires to appoint the Bank as sole and successor
Rights Agent to Society, effective as of the opening of business on March 4,
1997 (the "Appointment Time"), in accordance with Section 21 of the Rights
Agreement;
WHEREAS, the Bank desires to serve as such Rights Agent for the Company,
effective as of the Appointment Time, in accordance with Section 2 of the Rights
Agreement;
Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. The Company hereby appoints the Bank as sole and successor
Rights Agent, and the Bank hereby accepts such appointment, in each case,
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 "Society National Bank,"
including, without limitation, such references in Section 3(c) thereof, shall be
deemed to be amended to be references to "Bank of New York."
Section 3. Section 1(d) of the Rights Agreement is amended, effective as
of the Appointment Time, to read in its entirety as follows:
"Business Day" shall mean any day other than a day on which banking
institutions in New York are authorized or obligated by law or
executive order to close.
Section 4. Section 26 of the Rights Agreement is amended effective as of
the Appointment Time, by replacing the words:
Ameritrust Company National Association
One Park Central, Suite 1505
0000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Vice President and Manager
with the words:
The Bank of New York
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Division Head, Stock Transfer Administration
Section 5. Effective as of the Appointment Time, Society 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, the Bank 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. Society agrees to deliver and transfer to the Bank any property
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 6. Except as expressly set forth herein, the Rights Agreement
shall remain in full force and effect.
Section 7. 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.
CYPRUS AMAX MINERALS COMPANY
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Senior Vice President
KEYBANK, N.A.
formerly known as SOCIETY NATIONAL BANK
By: /s/ X.X. XxXxxxx
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Executive Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Vice President
