THIRD AMENDMENT TO RIGHTS AGREEMENT
Exhibit 4.4
THIRD AMENDMENT TO RIGHTS AGREEMENT
This THIRD AMENDMENT TO RIGHTS AGREEMENT dated November 14, 2006 (the “Third
Amendment”), is between Xxxxxx Rubbermaid Inc. (f/k/a Xxxxxx Co.), a Delaware corporation (the
“Corporation”), and Computershare Investor Services, LLC, a Delaware limited liability
company.
WHEREAS, the Corporation and EquiServe Trust Company, N.A. (f/k/a First Chicago Trust Company
of New York, a New York corporation, “EquiServe”) entered into a certain Rights Agreement,
dated as of August 6, 1998 (as amended, the “Rights Agreement”), under which First Chicago
Trust Company of New York was named the “Rights Agent” (as such term is defined in the Rights
Agreement); and
WHEREAS, the Corporation and The Bank of New York, a New York banking corporation (“The
Bank of New York”) entered into a First Amendment to Rights Agreement, dated as of September
29, 2003 (the “First Amendment”), under which The Bank of New York was named the “Rights
Agent”; and
WHEREAS, the Corporation and Computershare Investor Services, LLC entered into a Second
Amendment to Rights Agreement, dated as of August 22, 2006 (the “Second Amendment”), under
which Computershare Investor Services, LLC was named the “Rights Agent”; and
WHEREAS, the Corporation has duly authorized the execution and delivery of this Third
Amendment and has done all things necessary to make this Third Amendment a valid agreement of the
Corporation. This Third Amendment is entered into pursuant to Section 28 of the Rights
Agreement, as amended.
NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants
and agreements contained herein, and other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to the Definition of “Final Expiration Date”. In accordance with
Section 28 of the Rights Agreement, as amended, the phrase “(i) October 31, 2008 (the
“Final Expiration Date”)” contained in Section 7(a) of the Rights Agreement is hereby
deleted in its entirety and replaced with the following phrase in Section 7(a) of the
Rights Agreement: “(i) November 30, 2006 (the “Final Expiration Date”)”.
2. Authority. The execution and delivery of this Third Amendment has been duly and
validly authorized and approved by each of the parties hereto, and no other proceedings (corporate
or otherwise) on the part of the parties hereto are necessary to authorize this Third Amendment.
This Third Amendment has been duly and validly executed and delivered by each of the parties hereto
and constitutes a valid and binding agreement of such parties, enforceable against each of them in
accordance with its terms.
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3. Governing Law. This Third Amendment shall be governed by and construed in
accordance with Delaware law.
4. Counterparts. This Third Amendment may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one and the same
agreement.
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IN WITNESS WHEREOF, the Corporation and Computershare Investor Services, LLC have caused
this Third Amendment to Rights Agreement to be duly executed and their respective corporate seals
to be hereunto affixed and attested, as of the date first written above.
Attest: |
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By: | /s/ Xxxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxxx X. Xxxxxx | |||
Title: | Assistant Secretary | |||
XXXXXX RUBBERMAID INC. |
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By: | /s/ Xxxx X. Xxxxxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxxxxx | |||
Title: | Vice President -- General Counsel and Corporate Secretary |
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Attest: |
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By: | /s/ Xxxxxxx Xxxx-Xxxxxxx | |||
Name: | Xxxxxxx Xxxx-Xxxxxxx | |||
Title: | Director | |||
COMPUTERSHARE INVESTOR SERVICES, LLC |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Managing Director | |||
[Third Amendment to Rights Agreement Signature Page]