Amendment to Rights Agreement
EXHIBIT 4.01
AMENDMENT TO RIGHTS AGREEMENT
BETWEEN MAYTAG CORPORATION AND
COMPUTERSHARE INVESTOR SERVICES LLC
This AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of
May
19, 2005, between Maytag Corporation, a
Delaware corporation (the "Company") and
Computershare Investor Services, LLC (the
"Rights Agent").
WHEREAS,
the Company is entering into an Agreement and Plan of Merger
(as the same may be amended from time to
time, the "Merger Agreement"), among
the Company, TRITON ACQUISITION HOLDING
CO., a Delaware corporation ("Parent"),
and TRITON ACQUISITION CO., a Delaware
corporation and a wholly owned subsidiary
of Parent ("Merger Sub"), pursuant to which
Merger Sub will merge with and into
the Company, and the Company will survive
as a wholly owned subsidiary of
Parent, whereby all of the Company's issued
Common Shares will be converted into
the right to receive $14 in cash;
WHEREAS, the Company and the Rights Agent are parties to that
certain
Rights Agreement, dated as of February 12,
1998 (the "Rights Agreement");
WHEREAS, the Company desires to amend the Rights Agreement in
connection
with the execution and delivery of the
Merger Agreement; and
WHEREAS, the Board of Directors of the Company has approved
this
Amendment and authorized its appropriate
officers to execute and deliver the
same to the Rights Agent.
NOW, THEREFORE, in accordance with the procedures for amendment of
the
Rights Agreement set forth in Section 27
thereof, and in consideration of the
foregoing and the mutual agreements herein
set forth, the parties hereby agree
as follows:
1.
Capitalized terms that are not otherwise defined herein shall
have the meanings ascribed to them in the
Rights Agreement.
2. The
definition of "Acquiring Person" set forth in Section 1
of the Rights Agreement is amended by
adding the following sentence to the end
of that definition:
"Notwithstanding
anything else set forth in this Agreement, no Person shall
be or become an
Acquiring Person by reason of (i) the execution and
delivery or
amendment of the Agreement and Plan of Merger, dated as of May
19, 2005, among
TRITON ACQUISITION HOLDING CO., a Delaware corporation
("Parent"), and
TRITON ACQUISITION CO., a Delaware corporation and a
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wholly
owned subsidiary of Parent ("Merger Sub"), and MAYTAG
CORPORATION,
a Delaware
corporation (the "Company"), as the same may be amended from
time to
time (the "Merger Agreement") or the execution and delivery of
any
amendment
thereto, (ii) the merger of Merger Sub with and into the
Company,
or (iii) the consummation of any other transaction contemplated
by the
Merger Agreement."
3.
The definition of "Shares Acquisition Date" in Section 1 of the
Rights Agreement is hereby amended by
adding the following sentence to the end
of that definition:
"Notwithstanding
anything else set forth in this Agreement, a Shares
Acquisition Date
shall not be deemed to have occurred by reason of (i) the
execution and
delivery or amendment of the Merger Agreement, (ii) the
merger of Merger
Sub with and into the Company, or (iii) the consummation
of any other
transaction contemplated by the Merger Agreement."
4.
Section 3(a) of the Rights Agreement is hereby amended by
adding
the following sentence to the end of that
section:
"Notwithstanding
anything else set forth in this Agreement, no Distribution
Date shall be
deemed to have occurred by reason of (i) the execution and
delivery or
amendment of the Merger Agreement, (ii) the merger of Merger
Sub with and
into the Company, or (iii) the consummation of any other
transaction
contemplated by the Merger Agreement."
5.
Section 7(a) of the Rights Agreement is further amended by
deleting the word "or" at the end of clause
(ii) of Section 7(a) and by adding
the following clause at the end of Section
7(a):
", or (iv) the
moment in time immediately prior to the Effective Time (as
such term is
defined in the Merger Agreement) (the earliest to occur of the
events described
in clauses (i) through (iv) of this Section 7(a) shall be
referred to as
the "Final Expiration Date")."
6.
Section 11(a)(ii) of the Rights Agreement is hereby amended by
adding the following sentence to the end of
that section:
"Notwithstanding
anything else set forth in this Agreement, no event
requiring an
adjustment under this Section 11(a)(ii) shall be deemed to
have occurred by
reason of (i) the execution and delivery or amendment of
the Me
