EXHIBIT 4.3
AMENDMENT TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 26 of the Rights Agreement
between First Chicago Trust Company of New York ("First Chicago") and
Allergan, Inc., a Delaware corporation (the "Company"), dated January 25,
2000, (the "Agreement"), First Chicago and the Company desire to amend the
Agreement to appoint EquiServe Trust Company, N.A. as successor Rights
Agent.
2. EFFECTIVENESS. This Amendment shall be effective as of January 2, 2002 (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 EquiServe Trust Company, 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 EquiServe Trust
Company, N.A. hereby accepts such appointment. The first paragraph of the
Agreement is hereby amended to reflect the fact that EquiServe Trust
Company, N.A. is the successor Rights Agent; and (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 15th day of February, 2002.
ALLERGAN, INC. FIRST CHICAGO TRUST CO. OF NEW YORK
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary Title: Chief Marketing Officer
EQUISERVE TRUST COMPANY, N.A.
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By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Managing Director
