Exhibit 4(d)
THIRD AMENDMENT TO RIGHTS AGREEMENT
This Third Amendment to Rights Agreement (this
"Amendment"), dated as of July 23, 2002, is entered into by and between
ChemFirst Inc., a Mississippi corporation (the "Company") and American
Stock Transfer & Trust Company, as Rights Agent ("AST").
WHEREAS, the Company and KeyCorp Shareholder Services,
Inc. ("KeyCorp") have entered into a Rights Agreement dated as of October
30, 1996 (the "Agreement"), whereby KeyCorp was appointed as Rights Agent
under the Agreement; and
WHEREAS, effective May 1, 1997, the Company, KeyCorp and
The Bank of New York ("BONY") entered into the First Amendment to Rights
Agreement, whereby KeyCorp was removed as Rights Agent and BONY was
appointed as Rights Agent under the Agreement; and
WHEREAS, effective October 1, 2001, the Company, BONY and
AST entered into the Second Amendment to Rights Agreement, whereby BONY was
removed as Rights Agent and AST was appointed as Rights Agent under the
Agreement; and
WHEREAS, the Company wishes to amend the Agreement; and
WHEREAS, Section 27 of the Agreement provides, among
other things, that prior to the Distribution Date (as such term is defined
in the Agreement), the Company 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, par value $1.00 per share, of the Company (the "Common Stock").
NOW, THEREFORE, the Company and AST hereby agree as
follows:
1. Paragraph (d) of Section 1 of the Agreement is hereby amended
by adding to the end of such paragraph (d) the following:
Notwithstanding the foregoing, for purposes of this Agreement,
neither E. I. du Pont de Nemours and Company, a Delaware
corporation, nor any of its Affiliates or Associates
(collectively, "DuPont") shall be deemed to be the "Beneficial
Owner" of, or "beneficially own," any of the shares of Common
Stock solely as a result of the execution of that certain
Shareholder Agreement dated as of July 23, 2002, by and among
DuPont, Purple Acquisition Corporation ("Sub"), a Mississippi
corporation and a wholly owned subsidiary of DuPont, J. Xxxxx
Xxxxxxxx, individually and as Trustee of the J. Xxxxx Xxxxxxxx
Revocable Trust U/A/D 7/12/91, Xxxx X. Xxxxxxxx, as Trustee of the
Xxxx X. Xxxxxxxx Revocable Trust U/A/D 7/12/91, Greenup, L.P. and
JKW Holdings, Inc. or that certain Agreement and Plan of Merger,
dated as of July 23, 2002, by and among DuPont, Sub and the
Company or the consummation of the transactions contemplated
thereby in accordance with the terms thereof.
2. This Amendment shall be deemed to be a contract made under the
laws of the State of Mississippi and for all purposes shall be governed by
and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
3. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed an original,
and all such counterparts shall together constitute but one and the same
instrument.
4. Except as expressly set forth herein, this Amendment shall not
by implication or otherwise alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in
the Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and year
first above written.
Attest: CHEMFIRST INC.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxx X. Xxxxxx
---------------- ---------------------
Name: Xxxxx X. Xxxxxx Name: Xxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President & CFO
Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------- ---------------------
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: V. P. Title: Vice President
