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EXHIBIT 4.1
AMENDMENT OF RIGHTS AGREEMENT
AMENDMENT (this "Amendment"), dated as of November 6, 2000, to the
Rights Agreement (the "Rights Agreement"), dated as of August 6, 1998, by and
between Universal Foods Corporation d/b/a Sensient Technologies Corporation
(formerly Universal Foods Corporation), a Wisconsin corporation (the "Company"),
and Xxxxx Fargo Bank Minnesota, N.A. (as successor to Firstar Trust Company), as
Rights Agent (the "Rights Agent").
RECITALS
A. The Company and Firstar Trust Company have heretofore executed
and entered into the Rights Agreement.
B. Pursuant to Section 21 of the Rights Agreement, the Company
has removed Firstar Trust Company as Rights Agent and appointed Xxxxx Fargo Bank
Minnesota, N.A. as successor Rights Agent, in each case effective as of October
16, 2000.
C. On September 7, 2000 the name of the Company was changed from
Universal Foods Corporation to Sensient Technologies Corporation, subject to
approval by the shareholders of the Company at its next Annual Meeting on April
26, 2001, and commencing on November 6, 2000 (the "Launch Date") until the
Annual Meeting the Company will utilize the name "Sensient Technologies
Corporation" as a fictitious name and, when legally necessary or appropriate,
the Company will refer to itself as "Universal Foods Corporation d/b/a Sensient
Technologies Corporation."
D. Pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof.
E. All acts and things necessary to make to this Amendment a
valid agreement, enforceable according to its terms, have been done and
performed, and the execution and delivery of this Amendment by the Company and
the Rights Agent have been in all respects duly authorized by the Company and
the Rights Agent.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties hereby agree as follows:
1. The Rights Agreement is hereby modified and amended by
deleting all references to "Firstar Trust Company" and substituting therefor
"Xxxxx Fargo Bank Minnesota, N.A." as the successor Rights Agent.
2. The Rights Agreement is hereby modified and amended by
deleting the business address of Firstar Trust Company in Section 26 thereof and
substituting therefor the business address of Xxxxx Fargo Bank Minnesota, N.A.
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3. Effective from and after the Launch Date, the Rights Agreement
is hereby modified and amended by deleting all references to "Universal Foods
Corporation" and substituting therefor "Universal Foods Corporation d/b/a
Sensient Technologies Corporation." Upon approval of the new name by the
Company's shareholders, the Rights Agreement shall be deemed amended so that the
use of the fictitious name shall cease and the Company shall be referred to as
"Sensient Technologies Corporation." Such amendment shall be self-effecting upon
shareholder approval without further action by the Company.
4. If the name "Sensient Technologies Corporation" is not
approved by the shareholders, the use of the fictitious name shall cease and the
Company shall once again be referred to as "Universal Foods Corporation" without
further action by the Company.
5. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contacts to be
made and performed entirely within such State, without giving to its principles
of conflicts of laws.
6. This Amendment may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute one and the same instrument.
7. Terms not defined herein shall, unless the context otherwise
requires, have the meanings assigned to such terms in the Rights Agreement.
8. In all respects not inconsistent with the terms and provisions
of this Amendment, the Rights Agreement is hereby ratified, adopted, approved
and confirmed. In executing and delivering this Amendment, the Rights Agent
shall be entitled to all the privileges and immunities afforded to the Rights
Agent under the terms and conditions of the Rights Agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed by the
Company and the Rights Agent as of the day and year first written above.
Attest: UNIVERSAL FOODS CORPORATION
------ D/B/A SENSIENT TECHNOLOGIES
CORPORATION
By: /s/ Xxxxxxxxxxx Xxxxxx By: /s/ Xxxx X. Xxxxxxx
------------------------------------- ----------------------------------------
Name: Xxxxxxxxxxx Xxxxxx Name: Xxxx X. Xxxxxxx
Title: Assistant General Counsel Title: Vice President, Secretary & General
Counsel
Attest: WELL FARGO BANK MINNESOTA,
------ N.A.
By: /s/ Xxxxx Van Dell By: /s/ Xxxx Xxxxx
------------------------------------- ----------------------------------------
Name: Xxxx Van Dell Name: Xxxx Xxxxx
Title: Assistant Vice President Title: Assistant Vice President
