Exhibit 4.1
AMENDMENT TO
AMENDED AND RESTATED RIGHTS AGREEMENT
This Agreement (the "Amendment"), dated as of February 15, 1999,
is entered into by and between Great Lakes Chemical Corporation, a Delaware
corporation (the "Company"), and Xxxxxx Trust Company of New York, a New
York corporation, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into a
Rights Agreement, dated as of September 7, 1989, as amended and restated as
of December 7, 1995 (the "Agreement");
WHEREAS, the Company wishes to amend the Agreement; and
WHEREAS, Section 26 of the Agreement provides, among other
things, that prior to the Distribution Date (as such term is defined in the
Agreement) the Company and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of the Agreement without the
approval of any holders of certificates representing Common Shares.
NOW, THEREFORE, the Company and the Rights Agent hereby amend the
Agreement as follows:
1. Section 23(b) of the Agreement is deleted and restated to read
in its entirety as follows:
"(b) At the time and date of effectiveness set forth in any resolution
of the Board of Directors of the Company ordering the redemption of the
Rights, without any further action and without any further notice, the
right to exercise the Rights will terminate and the only rights
thereafter of the holders of Rights shall be to receive the redemption
price; provided, however, that such resolution of the Board of Directors
of the Company may be revoked, rescinded or otherwise modified at any
time prior to the time and date of effectiveness set forth in such
resolution. After the action of the Board of Directors of the Company
ordering the redemption of the Rights, the Company shall give notice of
such redemption to the Rights Agent and to the holders of the then-
outstanding Rights by mailing such notice to all such holders at their
last addresses as they appear upon the registry books of the Rights
Agent or, prior to the Distribution Date, on the registry books of the
transfer agent for the Common Stock. Any notice which is mailed in the
manner provided in this Agreement shall be deemed given, whether or not
the holder receives the notice. Each such notice of redemption will
state the method by which the payment of the redemption price will be
made. In any case, failure to give such notice by mail, or any defect
in the notice, to any particular holder of Rights shall not affect the
sufficiency of the notice to other holders of Rights."
2. This Agreement 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 contracts
made and to be performed entirely within such state.
3. This 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.
4. Descriptive headings of the several Sections of this Agreement
are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.
Attest: GREAT LAKES CHEMICAL CORPORATION
By /s/ Xxxxx Xxxxx Duros By /s/ Xxxx X. Xxxxxxx
--------------------- -------------------------
Name: Xxxxx Xxxxx Duros Name: Xxxx X. Xxxxxxx
Title: Assistant General Title: Senior Vice President
Counsel and Chief Financial Officer
Attest: XXXXXX TRUST COMPANY OF NEW YORK,
as Rights Agent
By /s/ Xxxxxx X. Xxxxxxxx By /s/ Xxxxxx X. Xxxxxxx
---------------------- --------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Trust Officer Title: Vice President
