Exhibit 4.1
The X. X. Xxxxxxx Company
Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
October 9, 2001
Computershare Investor Services, LLC
0 Xxxxx XxXxxxx
X.X. Xxx X0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Shareholder Services
Re: Amendment No. 1 to Amended and Restated Rights Agreements
---------------------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 27 of the Amended and Restated Rights Agreement
(the "Rights Agreement"), dated as of August 28, 2000, between The X. X. Xxxxxxx
Company (the "Company"), and Computershare Investor Services LLC, as rights
agent, the Company, by resolution adopted by its Directors, hereby amends the
Rights Agreement as follows (the "Amendment"):
1. Section 1 of the Rights Agreement is hereby amended by adding the
following new definition thereto:
"SHAREHOLDERS AGREEMENT" means the Shareholders Agreement and
Irrevocable Proxy, dated as of October 9, 2001, among The Procter &
Xxxxxx Company, an Ohio corporation ("P&G"), and those certain
shareholders of the Company set forth on the signature pages thereto.
2. Section 1 of the Rights Agreement is hereby further amended by
adding the following new paragraph at the end of that Section:
"Notwithstanding anything in this Agreement to the contrary, neither
P&G nor any of its permitted assignees shall be deemed an Acquiring
Person and none of a Distribution Date, a Share Acquisition Date, or
a Triggering Event shall be deemed to occur or to have occurred, and
that the Rights will not become separable, distributable,
unredeemable or exercisable, in each such case, solely by reason or
solely as a result of the approval, execution or delivery of the
Shareholders Agreement, or the consummation of the transactions
contemplated thereby."
Computershare Investor Services, LLC
October 9, 2001
Page 2
3. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment to the Rights Agreement, but shall remain in
full force and effect.
4. Capitalized terms used without other definition in this Amendment
to the Rights Agreement shall be used as defined in the Rights Agreement.
5. This Amendment to the Rights Agreement shall be deemed to be a
contract made under the internal substantive laws of the State of Ohio and for
all purposes will be governed by and construed in accordance with the internal
substantive laws of such State applicable to contracts to be made and performed
entirely within such State.
6. This Amendment to the Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
7. This Amendment to the Rights Agreement shall be effective as of,
and immediately prior to, the execution and delivery of the Shareholders
Agreement, and all references to the Rights Agreement shall, from and after such
time, be deemed to be references to the Rights Agreement as amended hereby.
8. Exhibits B and C to the Rights Agreement shall be deemed amended
in a manner consistent with this Amendment to the Rights Agreement.
Very truly yours,
THE X. X. XXXXXXX COMPANY
By:/s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President--Finance and
Administration, Secretary
and General Counsel
Accepted and agreed to as of the
effective time specified above:
COMPUTERSHARE INVESTOR SERVICES, LLC
By:/s/ Xxxxxxx X. Xxxx
------------------------
Name: Xxxxxxx X. Xxxx
Title: Relationship Manager
