Exhibit 4.1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment No. 2 to Rights Agreement, dated as of December 27,
2004 (this "Amendment"), is entered into by and between Calgon Carbon
Corporation, a Delaware corporation (the "Company"), and Equiserve Trust
Company, N.A. (as successor to First Chicago Trust Company of New York) (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement dated as of February 3, 1995, as amended by Amendment No. 1
thereto dated as of April 23, 1999 (as so amended, the "Rights Agreement");
WHEREAS, the Board of Directors of the Company has approved and
adopted this Amendment at a meeting of the directors duly called and held; and
WHEREAS, pursuant to and in accordance with Section 26 thereof, the
parties desire to further amend the Rights Agreement as set forth in this
Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein and in the Rights Agreement, the parties hereto
agree as follows:
1. Each of the following sections of the Rights Agreement is hereby
amended such that each reference to twenty percent (20%) in such section shall
be changed to ten percent (10%):
(a) Section 1(a) of the Rights Agreement;
(b) Section 3(a) of the Rights Agreement;
(c) Section 11(a) of the Rights Agreement; and
(d) the third and seventh paragraphs of Exhibit B to the Rights
Agreement.
2. The term "Agreement", as used in the Rights Agreement, shall be
deemed to refer to the Rights Agreement as amended hereby.
3. Section 1(i) of the Rights Agreement is hereby replaced in its
entirety to read as follows:
"(i) "Exempt Person" shall mean:
(i) the Company, any Subsidiary of the Company, any employee
benefit plan or employee stock plan of the Company or of any
Subsidiary of the Company, or any person or entity organized,
appointed, established or holding Company Common Stock for or
pursuant to the terms of any such plan;
(ii) any Person who was, together with such Person's
Affiliates and Associates, the Beneficial Owner of ten percent (10%)
or more of the then outstanding shares of Common Stock on December
27, 2004, provided that after the date of this Agreement such Person,
together with such Person's Affiliates and Associates, does not (A)
become the Beneficial Owner (other than through inadvertance and
under circumstances where (i) such Person agrees to the divestiture
of a number of shares of Company Common Stock necessary for such
Person to be included within the definition of an Exempt Person or
(ii) such Person's acquisition of additional shares of Company Common
Stock is subsequently approved by the Board of Directors of the
Company) of additional shares of Company Common Stock representing
one percent (1%) or more of the then outstanding shares of Company
Common Stock, in which case such Person shall no longer be deemed to
be an Exempt Person for purposes of this Agreement, or (B) decrease
its percentage ownership below ten percent (10%) of the then
outstanding shares of Company Common Stock, in which case such Person
shall no longer be deemed to be an Exempt Person for purposes of this
Agreement;
(iii) any Person who would otherwise become an Acquiring
Person solely by virtue of a reduction in the number of outstanding
shares of Company Common Stock; provided, however, that such Person
shall not be an Exempt Person if, subsequent to such reduction, such
Person shall become the Beneficial Owner of any additional shares of
Company Common Stock; or
(iv) any Person who, together with such Person's Affiliates
and Associates, has reported on Schedule 13G under the Securities
Exchange Act of 1934, as amended (or any comparable or successor
report), Beneficial Ownership of shares of Company Common Stock
representing ten percent (10%) or more of the then issued and
outstanding shares of Company Common Stock, but less than fifteen
percent (15%) of the then issued and outstanding shares of Company
Common Stock, provided that after the date of this Agreement such
Person, together with such Person's Affiliates and Associates, does
not become the Beneficial Owner (other than through inadvertence and
under circumstances where (i) such Person agrees to the divestiture
of a number of shares of Company Common Stock necessary for such
Person to be included within the definition of an Exempt Person or
(ii) such Person's acquisition of additional shares of Company Common
Stock is subsequently approved by the Board of Directors of the
Company) of shares of Company Common Stock representing, in the
aggregate, fifteen percent (15%) or more of the then issued and
outstanding shares of Company Common Stock, in which case such Person
shall no longer be deemed to be an Exempt Person for purposes of this
Agreement."
4. (a) The parties acknowledge and agree that this Amendment is an
integral part of the Rights Agreement. Notwithstanding any provision of the
Rights Agreement to the contrary, in the event of any conflict between this
Amendment and the Rights Agreement or any part of either of them, the terms of
this Amendment shall control.
(b) Except as expressly set forth herein, the terms and
conditions of the Rights Agreement are and shall remain in full force and
effect and shall be otherwise unaffected hereby.
(c) The Rights Agreement, as amended by this Amendment, sets
forth the entire understanding of the parties with respect to the subject
matter thereof and hereof.
(d) This Amendment shall be governed by, interpreted under
and construed in accordance with the laws of the state of Delaware, without
regard to laws that might otherwise govern under applicable conflicts of laws
principles.
(e) This Amendment may be executed in any number of
counterparts, each of which shall be an original and all of which shall
constitute one and the same document.
[SIGNATURE PAGE FOLLOWS]
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.
CALGON CARBON CORPORATION
By: /s/ Michael J. Mocniak
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Michael J. Mocniak
Senior Vice President, General
Counsel and Secretary
EQUISERVE TRUST COMPANY, N.A.
By: /s/ Robbin A. Mayo
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Name: Robbin A. Mayo
Title: Senior Account Manager