SECOND AMENDMENT TO RIGHTS AGREEMENT
The Rights Agreement dated as of March 31, 1998 (the "Rights
Agreement") by and between Agribrands International, Inc. (the "Company") and
Continental Stock Transfer & Trust Company, as Rights Agent, as amended by the
First Amendment to Rights Agreement dated as of August 7, 2000 (the "First
Amendment"), is hereby amended in accordance with Section 27 of the Rights
Agreement, as follows:
1. All language added to the Rights Agreement by the First Amendment is
hereby deleted, and all language changed or modified by, or deleted from, the
First Amendment is hereby restored in its entirety, so that all amendments made
to the Rights Agreement by the First Amendment are eliminated and the amendments
made to the Rights Agreement pursuant to Paragraphs 2 through 5 of this Second
Amendment are made as if the Rights Agreement had never been amended by the
First Amendment.
2. Section 1(a) of the Rights Agreement is hereby amended by adding to
the end thereof the following:
Notwithstanding anything in this Agreement to the contrary, neither
Cargill, Incorporated nor Abacus Acquisition Corp. nor any other
Person shall be deemed to be an "Acquiring Person" by virtue of the
approval, execution or delivery of the Agreement and Plan of Merger by
and between Cargill, Incorporated, Abacus Acquisition Corp. and the
Company, dated as of December 1, 2000, or the consummation of the
transactions contemplated thereby (such approval, execution, delivery
and consummation being referred to herein as the "Permitted Merger
Events").
3. Section 1(h) of the Rights Agreement is hereby amended by adding to
the end thereof the following:
Notwithstanding anything in this Agreement to the contrary, a
"Distribution Date" shall not be deemed to occur by virtue of any of
the Permitted Merger Events.
4. Section 1(z) of the Rights Agreement is hereby amended by adding to
the end thereof the following:
Notwithstanding anything in this Agreement to the contrary, a "Shares
Acquisition Date" shall not be deemed to occur by virtue of any of the
Permitted Merger Events.
5. Section 7(a) of the Rights Agreement is hereby amended by deleting
"(i) the Close of Business on March 31, 2008 (the "Final Expiration Date")," and
replacing it with the following:
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(i) the earlier of the Close of Business on March 31, 2008 or the
closing of the transactions contemplated by the Agreement and Plan of
Merger by and between Cargill, Incorporated, Abacus Acquisition Corp.
and the Company, dated as of December 1, 2000 (the "Final Expiration
Date"),
6. Except as otherwise expressly provided herein, or unless the context
otherwise requires, all terms used herein have the meanings assigned to them in
the Rights Agreement. The Rights Agent and the Company hereby waive any notice
requirement under the Rights Agreement pertaining to the matters covered by this
Second Amendment to Rights Agreement. This Second Amendment to Rights Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which counterparts shall together constitute one document.
7. This Second Amendment to Rights Agreement is effective December 1,
2000.
AGRIBRANDS INTERNATIONAL, INC.
By:
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Name: Michael J. Costello
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Title: General Counsel and Secretary
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RIGHTS AGENT
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
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Name:
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Title:
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OFFICER'S CERTIFICATE
This certificate is delivered to Continental Stock Transfer & Trust
Company in connection with that certain Rights Agreement dated as of March 31,
1998, by and between Agribrands International, Inc. (the "Company") and
Continental Stock Transfer & Trust Company, as Rights Agent, as amended by that
First Amendment to Rights Agreement dated as of August 7, 2000 (as amended, the
"Rights Agreement"), in accordance with Section 27 of the Rights Agreement.
Pursuant to Section 27 of the Rights Agreement the Rights Agent must execute the
attached Second Amendment to Rights Agreement upon the delivery of this
officer's certificate stating that such Second Amendment to Rights Agreement is
in compliance with the terms of Section 27 of the Rights Agreement.
The undersigned hereby certifies that the attached Second Amendment to
Rights Agreement was duly and validly authorized and adopted by the Board of
Directors of the Company and said Second Amendment to Rights Agreement is in
compliance with Section 27 of the Rights Agreement.
In witness whereof, the undersigned has executed this Certificate as
of this 1st day of December, 2000.
AGRIBRANDS INTERNATIONAL, INC.
By:
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Name: Michael J. Costello
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Title: General Counsel and Secretary
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