EXHIBIT 4.4
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
Amendment No. 1 (the "Amendment") dated as of November 1, 2000
among UCAR International Inc. (the "Company"), The Bank of New York ("BONY") and
Computershare Investor Services, LLC ("Computershare"), to the Rights Agreement
(the "Rights Agreement") dated as of August 7, 1998 between the Company and
BONY, as Rights Agent.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and BONY are parties to the Rights
Agreement;
WHEREAS, the parties desire to have Computershare become the
Rights Agent under the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Company, BONY and Computershare agree as
follows:
1. DEFINITIONS. Except as otherwise defined in this Amendment,
all capitalized terms used in this Amendment shall have their respective
meanings set forth in the Rights Agreement.
2. AMENDMENT TO DEFINITION OF RIGHTS AGENT. The definition of
"Rights Agent" contained in the Rights Agreement is hereby amended to replace
"BONY" with "Computershare," and whenever used in the Rights Agreement or any
other agreement or instrument executed and delivered pursuant thereto or in
connection therewith, all references to the Rights Agent shall mean
Computershare instead of BONY.
3. AMENDMENT TO CHANGE OF RIGHTS AGENT. Section 21 of the Rights
Agreement is hereby amended as follows:
Delete the sentence that begins on line 10 of page 47 with "Any
successor rights agent. . . ." and ends on line 15 with ". . . combined capital
and surplus of at least $50,000,000" and replace it with:
Any successor Rights Agent, whether appointed by the Company or by such
a court, shall be: (a) a corporation, limited liability company or trust
company (or similar form of entity under the laws of any state of the
United States or a foreign jurisdiction) authorized to conduct business
under the laws of the United States or any state of the United States,
which is authorized under such laws to exercise corporate trust,
fiduciary or stockholder services powers and is subject to supervision
or examination by a federal or state authority and which has at the time
of its appointment as Rights Agent a combined capital and surplus of at
least $10,000,000; or (b) an Affiliate controlled by a corporation,
limited liability company or entity described in clause (a) of this
sentence.
4. AGREEMENT TO BE BOUND. Computershare hereby agrees to be bound
by all of the terms and conditions set forth in the Rights Agreement as Rights
Agent thereunder, and agrees to undertake and perform all of the duties and
obligations expressly imposed on the Rights Agent thereunder, including, without
limitation, all of the duties and obligations set forth in Section 20
thereunder.
5. NOTICES. Section 26 of the Rights Agreement is hereby amended
to replace the Company's address with the following address:
UCAR International Inc.
3102 West End Avenue, Suite 1100
Nashville, Tennessee 37203
Attention: Corporate Secretary
and to replace BONY's address with the following address for Computershare:
Computershare Investor Services, LLC
Two North LaSalle Street, 3rd Floor
Chicago, Illinois 60602
Attention: Relationship Manager
6. ONGOING FORCE AND EFFECT.
(a) Except as expressly provided herein, all of the terms
and conditions of the Rights Agreement shall remain unmodified and continue in
full force and effect.
(b) From and after the execution and delivery hereof, all
references to the Rights Agreement contained in other agreements or instruments
(however the Rights Agreement may be defined in such other agreements or
instruments) shall hereafter refer to the Rights Agreement as amended pursuant
to this Amendment.
7. MISCELLANEOUS.
(a) No waiver, amendment or modification hereof shall be
valid unless effected in the manner required by the Rights Agreement.
(b) 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 the State of Delaware applicable
to contracts made and to be performed entirely within the State of Delaware,
provided, however, that the rights and obligations of the Rights Agent shall be
governed by and construed in accordance with the laws of the State of New York.
(c) This Amendment shall be binding upon, and shall inure to
the benefit of, the parties and their respective successors and permitted
assigns.
2
(d) The captions and paragraph headings used in this
Amendment have been inserted for convenience of reference only, and shall not
affect the construction or interpretation of any provision hereof.
(e) This Amendment may be executed in any number of
counterparts, each of which shall be deemed to constitute an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as
of the date first set forth above.
UCAR INTERNATIONAL INC.
By: /S/ KAREN G. NARWOLD
---------------------------------
COMPUTERSHARE INVESTOR SERVICES, LLC
By: /S/ Steven Rothbloom
---------------------------------
THE BANK OF NEW YORK
By: /S/ DIANA M. AJJAN
-----------------------------
Vice President
3