EXHIBIT 4
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement (this "Amendment"), dated and
effective as of November 25, 2002, is made and entered into by and among U.S.
Bank National Association, a national banking association ("U.S. Bank"), Briggs
& Stratton Corporation, a Wisconsin corporation (the "Company"), and National
City Bank, a national banking association ("National City").
RECITALS:
WHEREAS, the Company and U.S. Bank (as successor to Firstar Trust
Company) are parties to that certain Rights Agreement, dated as of August 7,
1996 (the "Rights Agreement"), pursuant to which U.S. Bank undertook the duties
and obligations of the Rights Agent (as defined in the Rights Agreement) under
the terms and conditions of the Rights Agreement;
WHEREAS, the Company desires to discharge U.S. Bank from its duties as
Rights Agent under the Rights Agreement and to appoint National City as a
successor Rights Agent under the Rights Agreement, and National City desires to
undertake and perform the duties and obligations of the Rights Agent under the
terms and conditions of the Rights Agreement;
WHEREAS, in connection with the discharge of U.S. Bank as Rights Agent
and the appointment of National City as successor Rights Agent, the Company,
U.S. Bank and National City desire to amend Section 21 of the Rights Agreement
in certain respects.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:
1. Amendment of Rights Agreement. The Rights Agreement shall be amended
as follows:
a. Substitution of National City Bank. "National City Bank" shall be
substituted throughout the Rights Agreement and Exhibits to the Rights Agreement
for "Firstar Trust Company," including all abbreviations of "Firstar Trust
Company." Further, from and after November 25, 2002, each and every reference in
the Rights Agreement to "Rights Agent" shall be deemed a reference to National
City.
b. Section 1(d). Section 1(d) is hereby amended by deleting the
definition of "Business Day" in its entirety and substituting the following
definition:
"(d) "Business Day" shall mean any day other than a Saturday,
a Sunday, or a day on which the New York Stock Exchange or banking
institutions in Wisconsin are generally authorized or obligated by law
or executive order to close."
c. Section 21. Section 21 of the Rights Agreement is amended and
restated in its entirety to read as follows:
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
"Section 21. 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 by registered
or certified mail and, if separate Right Certificates have been issued
as of the date of such notice as contemplated by Section 3 hereof, to
the holders of the Right Certificates by first-class mail. The Company
may remove the Rights Agent or any successor Rights Agent 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 by registered or certified mail, and, if separate Right
Certificates have been issued as of the date of such notice as
contemplated by Section 3 hereof, 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 his 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) a corporation organized and doing
business under the laws of the United States or under the laws of any
state of the United States so long as such corporation is authorized to
do business in the State of New York or the State of Wisconsin, 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 at the time of
its appointment as Rights Agent a combined capital and surplus of at
least $50 million, or (b) an Affiliate of a corporation described in
clause (a) of this sentence. 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, and, if separate Right
Certificates have been issued as of such effective date as contemplated
by Section 3 hereof, mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided
for in this Section 21, 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."
d. Amendment of Section 26 of Rights Agreement. Section 26 of the
Rights Agreement is amended and restated in its entirety to read as follows:
"Section 26. Notices. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of
any Right Certificate to or on the Company shall be sufficiently given
or made if sent by
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Rights Agent) as follows:
Briggs & Stratton Corporation
12301 West Wirth Street
Wauwatosa, Wisconsin 53222
Attn: Corporate Secretary
Subject to the provisions of Section 21 hereof, any notice or demand
authorized by this Agreement to be given or made by the Company or by
the holder of any Right Certificate to or on the Rights Agent shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing with the
Company) as follows:
National City Bank
1900 East 9th Street
Cleveland, Ohio 44114
Attn: Corporate Trust Department
Notices or demands authorized by this Agreement to be given or made by
the Company or the Rights Agent to the holder of any Right Certificate
shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed to such holder at the address of such holder
as shown on the registry books of the Company."
2. Appointment. The Company appoints National City as a successor
Rights Agent under the Rights Agreement, as amended pursuant to Section 1 above
(as so amended, the "Amended Rights Agreement").
3. Assumption. National City accepts the appointment as agent for the
Company and the holders of Rights (as defined in the Amended Rights Agreement)
under the Amended Rights Agreement, and National City assumes and agrees to
perform all of the duties and obligations of the Rights Agent under the terms
and conditions of the Amended Rights Agreement.
4. Section 21 Notice. The Company, U.S. Bank and National City each
waive any requirements of prior written notice of a change of the Rights Agent
under the Rights Agreement. This Amendment constitutes notice to U.S. Bank, as
the Company's transfer agent, pursuant to Section 21 of the Rights Agreement
that the Company has appointed National City as the successor Rights Agent to
U.S. Bank and that U.S. Bank is discharged as such Rights Agent.
5. No Further Amendment. Except as specifically supplemented and
amended, changed or modified in Section 1 above, the Rights Agreement shall be
unaffected by this Amendment and shall remain in full force and effect.
6. Governing Law. This Amendment shall be deemed to be a contract made
under the laws of the State of Wisconsin and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
7. Counterparts. This Amendment 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.
8. Descriptive Headings. Descriptive headings of the Sections of this
Amendment are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
BRIGGS & STRATTON CORPORATION U.S. BANK NATIONAL ASSOCIATION
By: /s/ Robert F. Heath By: /s/ Robert Dechant
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Name: Robert F. Heath Name: Robert Dechant
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Vice President, General
Title: Counsel and Secretary Title: Vice President
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NATIONAL CITY BANK
By: /s/ Victor W. LaTessa
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Name: Victor W. LaTessa
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Title: Vice President
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