Exhibit 4.5
-----------
AGREEMENT ON REMOVAL OF RIGHTS AGENT AND
APPOINTMENT OF SUCCESSOR RIGHTS AGENT
AGREEMENT ON REMOVAL OF RIGHTS AGENT AND APPOINTMENT OF SUCCESSOR
RIGHTS
AGENT (this "Agreement"), dated as of
September 9, 2003, by and among MAXCOR
FINANCIAL GROUP INC., a Delaware
corporation formerly known as Financial
Services Acquisition Corporation (the
"Company"), CONTINENTAL STOCK TRANSFER &
TRUST COMPANY ("Continental"), and THE BANK
OF NEW YORK ("BNY"). This Agreement
refers to the Rights Agreement (the "Rights
Agreement"), dated as of December 6,
1996, by and between the Company and
Continental, as amended by Amendment No. 1
to Rights Agreement, dated as of July 26,
2001, by and between the Company and
Continental. Capitalized terms used in this
Amendment without definition shall
have the meanings ascribed to such terms in
the Rights Agreement.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Section 21 of the Rights Agreement provides, among
other
things, that the Company may remove the
Rights Agent upon thirty (30) days'
notice in writing, mailed to the Rights
Agent by registered or certified mail,
and to the holders of the Rights
Certificates by first-class mail;
WHEREAS, Section 21 of the Rights Agreement provides, among
other
things, that, if the Rights Agent shall be
removed, the Company shall appoint a
successor to the Rights Agent;
WHEREAS, Section 21 of the Rights Agreement provides, among
other
things, that any successor Rights Agent
shall be (a) a corporation organized and
doing business under the laws of the United
States or of any State thereof, in
good standing, which is authorized under
such laws to exercise corporate trust
or stock transfer powers and is subject to
supervision or examination by federal
or state authority and which has at the
time of its appointment as Rights Agent
a combined capital and surplus of at least
$50,000,000 or (b) an affiliate of a
corporation described in clause (a) of this
recital;
WHEREAS, Section 21 of the Rights Agreement provides, among
other
things, that after appointment, the
successor Rights Agent shall be vested
