EXHIBIT 4.2
AGREEMENT OF SUBSTITUTION AND AMENDMENT OF COMMON SHARES RIGHTS AGREEMENT
This Agreement of Substitution and Amendment is entered into as of September 2,
2002, by and between Biomet, Inc., an Indiana corporation (the "Company") and
American Stock Transfer and Trust Company, a New York banking corporation
("AST").
RECITALS
A. On or about December 16, 1999, the Company entered into a Common Shares
Rights Agreement (the "Rights Agreement") with Lake City Bank (the
"Predecessor Agent") as rights agent.
B. The Company wishes to remove the Predecessor Agent and substitute AST
as rights agent pursuant to Section 21 of the Rights Agreement.
C. The Company has given the Predecessor Agent notice of removal of the
Predecessor Agent as rights agent.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and of other consideration,
the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Section 21 of the Rights Agreement is hereby amended to provide that any
successor rights agent shall, at the time of its appointment as rights
agent, have a combined capital and surplus of at least $10 million, rather
than $50 million.
2. The Company hereby appoints AST as rights agent pursuant to Section 21 of
the Rights Agreement, to serve in that capacity for the consideration and
subject to all of the terms and conditions of the Rights Agreement.
3. AST hereby accepts the appointment as rights agent pursuant to Section 21
of the Rights Agreement and agrees to serve in that capacity for the
consideration and subject to all of the terms and conditions of the Rights
Agreement.
4. From and after the effective date hereof, each and every reference in the
Rights Agreement to a "Rights Agent" shall be deemed to be a reference to
AST.
5. Section 26 of the Rights Agreement is amended to provide that notices or
demands shall be addressed as follows (until another address is filed):
If to the Company: Biomet, Inc.
00 Xxxx Xxxx Xxxxx
X.X. Xxx 000
Xxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxx
If to AST: American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attention: Corporate Trust Department
6. Except as expressly modified herein, the Right Agreement shall remain in
full force and effect.
7. This Agreement of Substitution and Amendment may be executed in one or
more counterparts, each of which shall together constitute one and the
same document.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the dated indicated above.
BIOMET, INC.
By: /s/ Xxxx X. Xxxxxx
-------------------
Xxxx X. Xxxxxx, Ph.D.
President and Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxx
-------------------
Xxxxxxx Xxxxxx
Vice President
