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EXHIBIT 4.1
AMENDMENT
AMENDMENT, dated as of March 1, 1999 ("Amendment"), to the Rights
Agreement, dated as of April 27, 1994 (the "Rights Agreement"), between AGCO
Corporation, a Delaware corporation (the "Company"), and SunTrust Bank, Atlanta,
a Georgia Banking corporation, as successor to Trust Company Bank, a Georgia
banking corporation, and Chemical Bank, a New York banking corporation (the
"Rights Agent").
Pursuant to Section 26 of the Rights Agreement, the Company and the
Rights Agent may from time to time supplement or amend any provision of the
Rights Agreement.
In consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The Rights Agreement is hereby amended as follows:
(a) Section 1(k) is deleted in its entirety and the letters identifying
each succeeding subsection in Section 1 through and including section 1(q) are
changed to the letter immediately preceding them in the alphabet.
(b) A new Section 1(q) is inserted following the newly reordered
Section 1(p) reading as follows:
(q) "Independent Director" shall mean a Person, while such
Person is a member of the Board, who is not an Acquiring
Person, or an Affiliate or an Associate of an Acquiring
Person, or a representative of an Acquiring Person, or of any
such Affiliate or Associate; provided, however, that the fact
that a Person is nominated for election as a director by an
Acquiring Person or any such Affiliate, Associate or
representative, or the fact that an Acquiring Person or any
such Affiliate, Associate or representative votes in favor of
the election of a Person as a director, shall not, in and of
itself, disqualify a Person from being an Independent Director
provided that such Person does not have any agreement or
understanding with such Acquiring Person, Affiliate, Associate
or representative with respect to how such Person will vote on
any future transactions.
(c) All references to the words "Continuing Director" are deleted and
the words "Independent Director" are inserted in their place, including in each
of the following Sections and Attachments to the Rights Agreement:
(i) Section 11(a)(ii)(B);
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(ii) Sections 23(a) and 23(b);
(iii) Section 26;
(iv) Section 28;
(v) ATTACHMENT B, Form of Rights Certificate; and
(vi) ATTACHMENT C, Summary of Rights to Purchase Preferred Stock.
2. Except as amended hereby, the Rights Agreement shall remain in full
force and effect.
3. This Amendment shall be governed by the terms of the Rights Agreement,
including without limitation Sections 29 through 33.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.
AGCO CORPORATION
/s/ X. X. Xxxxxxxx
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President
SUNTRUST BANK, ATLANTA
/s/ Xxxxxxx X. Xxxxxxx
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Authorized Signature
