EXHIBIT 4.1
AMENDMENT TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 26 of the Rights
Agreement between First Chicago Trust Company of New York (the "Rights
Agent") and Xxxxx International Inc. dated June 8, 2000 (the
"Agreement"), the Rights Agent and Xxxxx International Inc. desire to
amend the Agreement.
2. EFFECTIVENESS. This Amendment shall be effective as of October 1, 2001
(the "Amendment") and all defined terms and definitions in the
Agreement shall be the same in the Amendment except as specifically
revised by the Amendment.
3. REVISION. The section in the Agreement entitled "Change of Rights
Agent" is hereby deleted in its entirety and replaced with the
following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent
may resign and be discharged from its duties under this Agreement upon
30 days' notice in writing mailed to the Company and to each transfer
agent of the Common Shares or Preferred shares by registered or
certified mail, and to the holders of the Right Certificates by
first-class mail. The Company may remove the Rights Agent or any
successor Rights Agent, as the case may be, and to each transfer agent
of the Common Shares or Preferred Shares by registered or certified
mail, and to the holders of the Right Certificates by first-class mail.
If the Rights Agent shall resign or be removed or shall otherwise
become incapable of acting, the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment
within a period of 30 days after giving notice of such removal or after
it has been notified in writing of such resignation or incapacity by
the resigning or incapacitated rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit such holder's Right
Certificate for inspection by the company), then the registered holder
of any Right Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court,
shall be a corporation or trust company organized and doing business
under the laws of the United States, 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 individually or combined with an
affiliate at the time of its appointment as Rights Agent a combined
capital and surplus of at least $100 million dollars. After
appointment, the successor Rights Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor
Rights Agent any property at the time held by it hereunder, and execute
and deliver any further assurance, conveyance, act or deed necessary
for the purpose. Not later than the effective date of any such
appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Shares
or Preferred Shares, and mail a notice thereof in writing to the
registered holders of the Right Certificates. Failure to give any
notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal
of the Rights Agent or the appointment of the successor Rights Agent,
as the case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 1st day of October, 2001.
XXXXX INTERNATIONAL INC. FIRST CHICAGO TRUST CO. OF NEW YORK
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
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By: Xxxxxx X. Xxxxx By: Xxxxxxx X. Xxxxx
Title: Assistant Secretary Title: Chief Marketing Officer
