Exhibit 4.1
SPX CORPORATION
and
EQUISERVE TRUST COMPANY, N.A., Rights Agent
AMENDMENT NO. 2
to
RIGHTS AGREEMENT
AMENDMENT NO. 2 TO RIGHTS AGREEMENT, effective as of June 26, 2002, between SPX
CORPORATION, a Delaware corporation (the "Company"), and EQUISERVE TRUST
COMPANY, N.A., as successor Rights Agent to The Bank of New York (the "Rights
Agent").
A. The Company and the Rights Agent entered into a Rights Agreement dated as
of June 25, 1996, as amended effective October 22, 1997 (the "Rights
Agreement"), which the Company now desires to amend in certain respects and the
Rights Agent, by executing this Agreement, acknowledges such amendments in
accordance with Section 27 of the Rights Agreement. Accordingly, it is agreed as
follows:
1. Section 25(a) of the Rights Agreement is hereby deleted and replaced
in its entirety with the following:
(a) In case the Company shall propose (i) to pay any dividend payable in
stock of any class to the holders of its Preferred Shares or to make any
other distribution to the holders of its Preferred Shares (other than a
regular quarterly cash dividend), (ii) to offer to the holders of its
Preferred Shares rights or warrants to subscribe for or to purchase any
additional Preferred Shares or shares of stock of any class or any other
securities, rights or options, (iii) to effect any reclassification of its
Preferred Shares (other than a reclassification involving only the
subdivision of outstanding Preferred Shares), (iv) to effect any
consolidation or merger into or with, or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any sale
or other transfer), in one or more transactions, of 50% or more of the
assets or earning power of the Company and its Subsidiaries (taken as a
whole) to, any other Person, (v) to effect the liquidation, dissolution or
winding up of the Company, or (vi) to declare or pay any dividend on the
Common Shares payable in Common Shares or to effect a subdivision,
combination or consolidation of the Common Shares (by reclassification or
otherwise than by payment of dividends in Common Shares), then, in each
such case, the Company shall give to each holder of a Right Certificate, in
accordance with Section 26 hereof, a notice of such proposed action, which
shall specify the record date for the purposes of such stock dividend, or
distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation
therein by the holders of the Common Shares and/or Preferred Shares, if any
such date is to be fixed, and such notice shall be so given in the case of
any action covered by clause (i) or (ii) above at least 10 days prior to
the record date for determining holders of the Preferred Shares for
purposes of such action, in the case of any action covered by clause (vi)
above as soon as practicable after the distribution date of any dividend or
the effective date of any subdivision, combination or
consolidation of the Common Shares, and in the case of any such other
action, at least 10 days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of the Common
Shares and/or Preferred Shares, whichever shall be the earlier.
B. As promptly as practicable following the date of this Amendment, the
Company shall cause the legend on the certificates for the Common Stock
referring to the Rights Agreement to be supplemented so as to make reference to
this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
Rights Agreement to be duly executed as of the day and year first above written.
ATTEST SPX CORPORATION
By /s/ Xxxxxxxxxxx X. Xxxxxxx By /s/ Xxxx X. Xxxxxxxx
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Title: Secretary Title: Chairman, President and
Chief Executive Officer
ATTEST EQUISERVE TRUST COMPANY, N.A.
By /s/ Xxxxxxxx X. Xxxx By /s/ Xxxx X. Xxxxxx
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Title: Customer Service Manager Title: Senior Account Manager
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