EXHIBIT 4.11
THIRD AMENDMENT TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 26 of the Rights
Agreement between EquiServe Trust Company, N.A., and Allergan, Inc. a
Delaware corporation (the "Company"), dated January 25, 2000, (the
"Agreement"), the Company desires to amend the Agreement to appoint
Wells Fargo Bank, N.A. as successor Rights Agent.
2. EFFECTIVENESS. This Amendment shall be effective as of October 24, 2005
(the "Amendment") and all defined terms and definitions in the Agreement
shall be the same in the Amendment except as specifically revised by the
Amendment.
3. REVISION. (a) The Company hereby appoints Wells Fargo Bank, N.A. to act
as agent for The Company and the holders of the Rights in accordance
with the terms and conditions of the Agreement, and Wells Fargo Bank,
N.A. hereby accepts such appointment. The first paragraph of the
Agreement is hereby amended to reflect the fact that Wells Fargo Bank,
N.A. is the successor Rights Agent. (b) Section 21 in the Agreement
entitled "Change of Rights Agent" is hereby deleted in its entirety and
replaced with the following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent
may resign and be discharged from its duties under this Agreement upon
30 days' notice in writing mailed to the Company and to each transfer
agent of the Common Shares or Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by
first-class mail. The Company may remove the Rights Agent or any
successor Rights Agent, as the case may be, upon 30 days notice in
writing mailed to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the Common Shares or
Preferred Shares by registered or certified mail, and to the holders of
the Right Certificates by first-class mail. If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent. If the Company
shall fail to make such appointment within a period of 30 days after
giving notice of such removal or after it has been notified in writing
of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Right Certificate (who shall, with
such notice, submit such holder's Right Certificate for inspection by
the Company), then the registered holder of any Right Certificate may
apply to any court of competent jurisdiction for the appointment of a
new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be a corporation or trust company
organized and doing business under the laws of the United States or the
State of New York or California (or of any other state of the United
States so long as such Corporation or trust company is authorized to do
business in the state, in good standing, which is authorized under such
laws to exercise corporate trust or stock transfer powers and is
subject to supervision or examination by federal or state authority and
which has individually or combined with an affiliate at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$100 million dollars. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent
without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment the Company shall file
notice thereof in writing with the predecessor Rights Agent and each
transfer agent of the Common Shares or Preferred Shares, and mail a
notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section ,
however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 19th day of October, 2005.
ALLERGAN, INC. WELLS FARGO BANK, N. A.
/s/ Matthew J. Maletta /s/ Darren Larson
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By: Matthew J. Maletta By: Darren Larson
Title: Vice President, Title: Account Manager
Assistant General Counsel and
Assistant Secretary