EXHIBIT 4.2
SONOSITE, INC.
AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement (this "Amendment") is made as of the
8th day of August 2001 by and between SonoSite, Inc., a Washington corporation
(the "Company"), and First Chicago Trust Company of New York, a New York
corporation (the "Rights Agent").
RECITALS
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WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement dated as of April 6, 1998 (the "Agreement"). Any capitalized
terms not specifically defined herein shall have the meanings ascribed to them
in the Agreement.
WHEREAS, the parties wish to amend the Agreement as provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. The definition of "Acquiring Person" contained in the first
paragraph of Section 1 of the Agreement is hereby amended by inserting the
following sentence at the end of such paragraph:
Notwithstanding the foregoing, the State of Wisconsin Investment
Board ("SWIB") shall not be deemed an "Acquiring Person" under the
terms of this Rights Agreement provided that SWIB, alone or together
with all Affiliates and Associates of SWIB, is the Beneficial Owner of
less than 20% of the Common Shares or voting power then outstanding.
2. Each party represents and warrants to the other party that it has
full power and authority to execute and deliver this Amendment and to perform
the transactions contemplated hereunder.
3. The terms and provisions of the Agreement, as amended hereby, shall
remain in full force and effect. All references to the "Agreement" contained
therein shall mean the Agreement, as amended by this Amendment.
4. This Amendment may be executed in one or more counterparts, all of
which shall be considered one and the same agreement.
IN WITNESS WHEREOF, each of the Company and the Rights Agent has caused
this Amendment to be signed by their respective officers duly authorized as of
the date first written above.
SONOSITE, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Vice President-Finance, CFO and Secretary
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FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
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Title: Managing Director
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