Second Amendment to Rights Agreement among EEX Corporation, Harris Trust Company of New York, and Computershare Investor Services, LLC

Summary

EEX Corporation, Harris Trust Company of New York, and Computershare Investor Services, LLC have agreed to amend their existing Rights Agreement. This amendment removes Harris as the Rights Agent and appoints Computershare as the new Rights Agent for EEX Corporation. The amendment also updates certain terms, including notice addresses and the governing law for the Rights Agent’s obligations. All other terms of the original Rights Agreement remain unchanged. The amendment is effective as of May 13, 2002.

EX-4.1 3 dex41.txt SECOND AMENDMENT TO RIGHTS AGREEMENT Exhibit 4.1 SECOND AMENDMENT TO RIGHTS AGREEMENT This Second Amendment (the "Amendment"), dated and effective as of May 13, 2002 among EEX Corporation, a Texas corporation, as successor to Lone Star Energy Plant Operations, Inc. (the "Company"), Harris Trust Company of New York, a New York trust company ("Harris") and Computershare Investor Services, LLC ("Computershare"), to the Rights Agreement (the "Rights Agreement") between the Company and Harris dated as of September 10, 1996, as amended December 21, 1998. W I T N E S S E T H WHEREAS, the Company and Harris previously entered into the Rights Agreement, pursuant to which Harris was appointed to serve as the Rights Agent; and WHEREAS, Computershare is transfer agent of the Company's Common Stock; and WHEREAS, the Company, Harris and Computershare have agreed that Harris will be removed as Rights Agent and the Company will appoint Computershare as successor Rights Agent under the Rights Agreement, and WHEREAS, in connection with the removal of Harris as Rights Agent and the appointment of Computershare as successor Rights Agent, the Company, Harris and Computershare desire to amend the Rights Agreement in certain respects. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: Section 1. Removal of Rights Agent. Harris is hereby removed as Rights Agent under the Rights Agreement. Section 2. Appointment of the Successor Rights Agent. The Company hereby appoints Computershare as successor Rights Agent under the Rights Agreement and Computershare hereby accepts such appointment. Section 3. Waiver of Prior Written Notice. The Company, Harris and Computershare each waive any requirements of prior written notice of a change of the Rights Agent under the Rights Agreement. Section 4. Amendment of Rights Agreement. The Rights Agreement shall be amended as follows: (a) Section 21 of the Rights Agreement is hereby amended by deleting the sentence that begins with "Any successor Rights Agent ..." and ends with "... an affiliate of a legal business entity described above in clause (a) of this sentence" and substituting in lieu thereof the following sentence: "Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation, limited liability company or trust company (or similar legal business entity) that is (i) organized under the laws of, and doing business in, any State of the United States, (ii) authorized to conduct business in Texas and Illinois, in good standing, (iii) authorized under such laws to exercise corporate trust, fiduciary or stock transfer powers, (iv) subject to supervision or examination by a federal or state authority and has, at the time of its appointment as Rights Agent, a combined capital and surplus of at least $10,000,000 or (b) an Affiliate controlled by an entity described in clause (a) of this sentence." (b) Section 25 of the Rights Agreement is hereby amended by deleting the address for notice or demand to be given to the Company and the Rights Agent therein and substituting in lieu thereof the following: "EEX Corporation 2500 CityWest Blvd., Suite 1400 Houston, Texas 77042 Attention: Chief Financial Officer with a copy to: EEX Corporation 2500 CityWest Blvd., Suite 1400 Houston, Texas 77042 Attention: Corporate Secretary and Computershare Investor Services, LLC Two North LaSalle Street Chicago, Illinois 60602 Attention: Keith Bradley with a copy to: Computershare Investor Services, LLC Two North LaSalle Street Chicago, Illinois 60602 Attention: Steven Rothbloom" Section 5. Continued Effectiveness. The parties hereto hereby acknowledge and agree that, except as specifically supplemented and amended, changed or modified hereby, the Rights Agreement, as previously amended to the date hereof, shall remain in full force and effect in accordance with its terms. -2- Section 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Section 7. Except as otherwise expressly provided herein, or unless the context otherwise requires, all terms used herein have the meanings assigned to them in the Rights Agreement. (c) Section 31 of the Rights Agreement shall be amended by deleting the phrase "except that the rights and obligations of the Rights Agent shall be governed by the laws of the State of New York." and replaced with the following: "except that the rights and obligations of the Rights Agent shall be governed by the laws of the State of Illinois." [Signature Page Follows] -3- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and effective as of the day and year above written. EEX Corporation By /s/ Richard L. Edmonson ----------------------------------------- Richard L. Edmonson Senior Vice President, General Counsel, and Corporate Secretary CERTIFICATION: I, Richard L. Edmonson, Senior Vice President, General Counsel and Corporate Secretary of the Company, hereby certify that this Amendment complies with Section 26 of the Rights Agreement. /s/ Richard L. Edmonson ------------------------------------------- Richard L. Edmonson HARRIS TRUST COMPANY OF NEW YORK By /s/ J. Martin McHale ----------------------------------------- Its President COMPUTERSHARE INVESTOR SERVICES, LLC By /s/ Paul X Tobin ----------------------------------------- Its Chief Operating Officer and Chief Legal Officer -4-