EXHIBIT 4.11
AMENDMENT NO. 4 TO RIGHTS AGREEMENT
THIS AMENDMENT is entered into as of the 21st day of November, 2000,
by and among Spherion Corporation (f/k/a Interim Services Inc.), a Delaware
corporation, (the "Company"), ChaseMellon Shareholder Services, L.L.C., a New
Jersey limited liability company ("Chase") and The Bank of New York, a New
York trust company ("BONY" or "Successor Rights Agent").
R E C I T A L S
A. The Company and Chase entered into that certain Amendment
No. 1 dated June 26, 1996, to that certain Rights Agreement dated March 17,
1994 (as amended to date, the "Rights Agreement"), whereby the Company
appointed Chase as the successor rights agent to act as agent for the Company
and the holders of the Rights in accordance with the terms and conditions of
said Rights Agreement.
B. The Company desires to remove Chase as successor rights
agent and appoint BONY as Successor Rights Agent.
C. The parties hereto desire that the Rights Agreement be
amended to accomplish the foregoing.
NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Pursuant to Sections 21 and 27 of the Rights Agreement:
(a) the Company hereby appoints BONY, whose principal office for
the purpose of this Amendment No. 4 is 000 Xxxxxxx Xxxxxx, 00 Xxxx-Xxxxx
Transfer Administration, Xxx Xxxx, Xxx Xxxx, 00000, to act as agent for the
Company and the holders of the Rights in accordance with the terms and
conditions of the Rights Agreement, and BONY hereby accepts such appointment;
and
(b) the Rights Agreement is hereby amended in its entirety as
necessary or appropriate to reflect the appointment of BONY as Successor
Rights Agent pursuant to this Amendment No. 4.
2. BONY represents, warrants and acknowledges to the Company
that it is either (a) a corporation organized and doing business under the
laws of the United States or of any state, 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, as of the date hereof, a combined capital and surplus
of at least $25,000,000, or (b) an affiliate of a corporation described in
clause (a) of this sentence.
3. Chase, as the current successor rights agent and BONY, as a
current transfer agent of the Company, each hereby expressly waives any prior
or subsequent notice requirements associated with the appointment of BONY as
Successor Rights Agent, including the notice provision of Section 21 of the
Rights Agreement.
4. As promptly as practicable, and in any event within thirty
(30) days after the effective date hereof, Chase shall deliver and transfer to
BONY any property or documentation (or copies
thereof) held by Chase regarding the Rights Agreement, and shall execute and
deliver any further assurance, conveyance, act or deed necessary for the
purpose of this Amendment No. 4.
5. Upon completion by Chase of the items set forth in paragraph
4 herein, the Company acquits, releases, and forever discharges Chase of and
from all actions, suits, sums or money, damages, claims and liabilities
whatsoever which the Company may have had or hereafter may have with respect
to any aspect of the Rights Agreement.
6. The Company agrees to indemnify and hold BONY, as Successor
Rights Agent, harmless from and against any and all acts of Chase, as the
predecessor successor rights agent, together with all liability arising
therefrom.
7. On the effective date of this Amendment No. 4, BONY, as
Successor Rights Agent, shall be vested with the same powers, rights, duties
and responsibilities as if it had been originally named as Rights Agent.
8. Section 1(d) of the Rights Agreement is hereby amended by
deleting the word "Delaware" and substituting in its place the words "New
York".
9. Section 1(e) of the Rights Agreement is hereby amended by
deleting both occurrences of the words "Fort Lauderdale" and substituting in
its place, in both instances, the words "New York City".
10. Section 31 of the Rights Agreement is hereby amended by
adding the following phrase at the end of such Section:
" ; provided, however, that the rights, obligations and duties
of the Rights Agent shall be governed by and construed in
accordance with the laws of the State of New York."
11. In all other respects, except as herein stated, the Rights
Agreement shall remain in full force and effect.
12. This Amendment No. 4 may be executed in any number of
counterparts, each of which shall constitute an original, which such
counterparts shall together constitute but one and the same instrument. Terms
not defined herein shall, unless the context otherwise requires, have the
meanings assigned to such terms in the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 4 to Rights Agreement, effective as of the date first above written.
SPHERION CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Vice President, General Counsel
and Xxxxxxxxx
0
XXXXXXXXXXX XXXXXXXXXXX
SERVICES, L.L.C.
By: /s/ X.X. Xxxxxx
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Name: X.X. Xxxxxx
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Title: Assistant Vice President
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THE BANK OF NEW YORK
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: Vice President
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