AGREEMENT OF SUBSTITUTION AND AMENDMENT OF
COMMON SHARES RIGHTS AGREEMENT
This Agreement of Substitution and Amendment is entered into on September
26, 2003 to be effective as of February 26, 2002, by and between ▇▇▇▇▇▇▇▇▇'▇,
Inc., a Delaware corporation (the "Company"), and American Stock Transfer and
Trust Company, a New York banking corporation ("AST").
RECITALS
A. On or about December 6, 1996, the Company entered into a common
shares rights agreement, which was amended on August 2, 1998 and
March 16, 1999 (the "Rights Agreement") with ChaseMellon
Shareholder Services, L.L.C. (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 the 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 February 26, 2002, 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:
▇▇▇▇▇▇▇▇▇'▇, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Secretary
If to AST:
American Stock Transfer & Trust Company
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Shareholder Services Division
6. Except as expressly modified herein, the Rights 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 to be effective as of February 26, 2002.
▇▇▇▇▇▇▇▇▇'▇, INC.
By: /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
Vice President and Corporate Secretary
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President