EXHIBIT 4(c)
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Agreement ( the "Amendment"), dated effective October 1, 2001, is
entered into by and among ChemFirst Inc., a Mississippi corporation (the
"Company"), The Bank of New York ("BONY") and American Stock Transfer & Trust
Company ("AST").
WHEREAS, the Company and KeyCorp Shareholder Services, Inc. ("KeyCorp")
entered into a Rights Agreement dated as of October 30, 1996 whereby KeyCorp was
appointed Rights Agent under the Rights Agreement; and
WHEREAS, effective May 1, 1997, the Company and BONY entered into the First
Amendment to Rights Agreement, whereby the KeyCorp Shareholder Services, Inc.,
was removed as Rights Agent and BONY was appointed the Rights Agent under the
Rights Agreement; and
WHEREAS, the Company wishes to appoint AST as Rights Agent under the Rights
Agreement; and
WHEREAS, Section 27 of the Rights Agreement provides, among other things,
that prior to the Distribution Date (as such term is defined in the Agreement),
the Company may, and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of the Agreement without the approval of any
holders of certificates representing shares of Common Stock.
NOW, THEREFORE, the Company, BONY and AST agree as follows:
1. BONY is removed as Rights Agent and AST is appointed as successor Rights
Agent effective October 1, 2001.
2. The cover page of the Rights Agreement is hereby amended by striking the
words "The Bank of New York" and inserting the words with "American Stock
Transfer & Trust Company" in their place.
3. The first page of the Rights Agreement is hereby amended by modifying the
first paragraph such that said paragraph reads in its entirety as follows:
RIGHTS AGREEMENT, dated as of October 30, 1996 (the "Agreement"), between
ChemFirst Inc., a Mississippi corporation (the "Company"), and American
Stock Transfer & Trust Company, a New York state banking corporation (the
"Rights Agent"), successor to The Bank of New York, a New York trust
company, successor to KeyCorp Shareholder Services, Inc., an Ohio
corporation.
4. The last paragraph of Section 3(c) of the Rights Agreement is hereby
amended by striking the first two sentences, and inserting the following
three sentences in their place:
Any certificates representing shares of Common Stock bearing the
foregoing legend shall be deemed to refer to American Stock Transfer &
Trust Company as the Rights Agent. On and after October 1, 2001,
certificates representing shares of Common Stock required to bear the
foregoing legend may, in the alternative, bear the foregoing legend as
modified by replacing "KeyCorp Shareholder Services, Inc." with "American
Stock Transfer & Trust Company."
6. The fifth sentence of Section 21 of the Rights Agreement is hereby amended
by striking the amount of "$100,000,000" and inserting the amount of
"$10,000,000" in its place.
7. Section 26 of the Rights Agreement is hereby amended by striking the
following subparagraph:
The Bank of New York
000 Xxxxxxx Xx., Xxxxx 00X
Xxx Xxxx XX 00000
Attn: Stock Transfer Administration
and inserting the following subparagraph in its place:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxxxx Xxxxx
Xxx Xxxx, XX 00000
8. The first paragraph under the heading "CHEMFIRST INC." on Exhibit A to the
Rights Agreement is hereby amended by striking the following language in
the first sentence of said paragraph:
The Bank of New York (the "Rights Agent"), successor to KeyCorp
Shareholder Services, Inc., an Ohio corporation,
and inserting the following language in its place:
American Stock Transfer & Trust Company, a New York state banking
corporation (the "Rights Agent"), successor to The Bank of New York, a
New York trust company, successor to KeyCorp Shareholder Services, Inc.,
an Ohio corporation,
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
ATTEST: CHEMFIRST INC.
By: /s/ Xxxxx X. XxXxxxxx By: /s/ X. X. Xxxxxxxxxx
Name: Xxxxx X. XxXxxxxx Name: X. X. Xxxxxxxxxx
Title: Secretary Title: President and COO
ATTEST: THE BANK OF NEW YORK
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Vice President Title: Assistant Vice President
ATTEST: AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
