Exhibit 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 28 of the Rights Agreement
between The First National Bank of Boston, as Rights Agent (now known as
"Fleet National Bank" (the "Rights Agent") and Cabot Corporation (the
"Corporation") dated November 10, 1995 (the "Agreement"), the Rights Agent
and the Corporation desire to amend Section 21 of the Agreement as set
forth below.
2. EFFECTIVENESS. This Amendment shall be effective as of July 12, 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. AMENDMENT TO SECTION 21. Section 21 in the Agreement entitled "Change of
Rights Agent" is hereby deleted in its entirety and replaced with the
following 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 Corporation
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 Corporation may remove the
Rights Agent or any successor Rights Agent upon 60 days' notice in
writing, mailed to the Rights Agent or any 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 Corporation shall appoint a successor to the Rights
Agent. If the Corporation shall fail to make such appointment within
a period of 60 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 Corporation), 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 Corporation or
by such a court, shall be a corporation or trust company organized
and doing business under the laws of the United States, or of the
State of New York or the Commonwealth of Massachusetts (or of any
other state of the United States so long as such corporation is
authorized to do business as a banking institution in the State of
New York, or the Commonwealth of Massachusetts), in good standing,
having a principal office in the State of New York or the
Commonwealth of Massachusetts 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 Corporation 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 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."
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 12th day of July, 2002.
CABOT CORPORATION THE FIRST NATIONAL BANK
OF BOSTON (NOW KNOWN AS
FLEET NATIONAL BANK)
/s/ ▇▇▇▇ ▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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By: ▇▇▇▇ ▇▇▇ By: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Title: Managing Director
General Counsel