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Exhibit 4.1
Amendment, dated as of March 5, 2013, between Wausau Paper Corp., a Wisconsin corporation (the “Corporation”), and Continental Stock Transfer & Trust Company (the “Rights Agent”), as successor to Harris Trust and Savings Bank, to that certain agreement dated as of October 21, 1998, and amended as of August 22, 2000 and as of October 17, 2008, in connection with the declaration of a dividend of one preferred share purchase right for each share of common stock of the Corporation outstanding on November 6, 1998 (the “Rights Agreement”);
The Corporation and the Rights Agent hereby agree that the Rights Agreement is amended at the Corporation’s direction as follows:
1.
Amendment of Rights Agreement. The definition of “Acquiring Person” as set forth in Section 1(a) of the Rights Agreement shall be and it hereby is amended to insert the following at the end of the first sentence thereof, effective as of the 6th day of March 2013:
; provided however that none of Starboard Value and Opportunity Master Fund LTD or any of the other entities or persons listed on Attachment A to this Agreement or any of their respective Affiliates or Associates (collectively, “Starboard”) shall be deemed to be an Acquiring Person so long as none of Starboard or any of its Affiliates or Associates beneficially owns more than the greater of 17% of the outstanding shares of Common Stock or 8,390,971 shares of Common Stock, in each case in the aggregate.
2.
Ratification of Rights Agreement. Except as otherwise expressly set forth in paragraph 1, the Rights Agreement is hereby ratified and confirmed and remains in full force and effect as originally entered into as of October 21, 1998, and amended as of August 22, 2000.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and attested, all as of the day and year first above written.
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WAUSAU PAPER CORP.
By:
SHERRI L. LEMMER
Sherri L. Lemmer
Senior Vice President and
Chief Financial Officer
Attest:
By:
THERESA J. SELIGER
Theresa J. Seliger
Executive Assistant
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY,
as Rights Agent
By:
JOHN W. COMER, JR.
Name: John W. Comer, Jr.
Title: Vice President
Attest:
By:
LESLIE A. DELUCA
Name: Leslie A. Deluca
Title: Vice President
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ATTACHMENT A
Starboard
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
STARBOARD VALUE AND OPPORTUNITY S LLC
STARBOARD VALUE LP
STARBOARD VALUE GP LLC
STARBOARD PRINCIPAL CO LP
STARBOARD PRINCIPAL CO GP LLC
JEFFREY C. SMITH
MARK MITCHELL
PETER A. FELD
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