EXHIBIT 4.1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment No. 2 to Rights Agreement is entered into as of December
17, 2001 between Interlogix, Inc., a Delaware corporation (the "Company"), and
Xxxxx Fargo Bank Minnesota N.A., a national banking association (the "Rights
Agent").
RECITALS
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of November 27, 1996, as amended as of September 28, 1999
(the "Rights Agreement"); and
WHEREAS, General Electric Company, a New York corporation ("GE"),
Xxxxxxxx Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary
of GE ("Purchaser"), and the Company propose to enter into an Agreement and Plan
of Merger (the "GE Merger Agreement") dated December 17, 2001, pursuant to which
GE will commence an Offer (as defined in the GE Merger Agreement) to exchange
each share of Company common stock, par value $.01 per share (the "Shares") for
the Offer Price (as defined in the GE Merger Agreement), and the Company will
merge with and into Purchaser (the "Merger"); and
WHEREAS, the Board of Directors of the Company has approved the GE
Merger Agreement, the Voting Agreement (as defined herein) ("Voting Agreement"),
the Offer and the Merger; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable in connection with the
foregoing and the Company and the Rights Agent desire to evidence such amendment
in writing.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as follows:
(a) Amendment of Section 1(s). Section 1(s) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Further, and notwithstanding anything in this
Agreement to the contrary, the definition of a Permitted Offer
shall include the Offer and the GE Merger, the other
transactions contemplated by the GE Merger Agreement, and the
Voting Agreement."
(b) Amendment to Section 1(j). Section 1(j) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Upon the consummation of the Offer, the members of
the Board designated by GE will automatically become
Continuing Directors."
(c) Amendment to Section 1. Section 1 of the Rights Agreement is
amended to add the following paragraphs at the end thereof:
"(nn) "GE Merger" means the merger of the Company
with and into Purchaser pursuant to the GE Merger Agreement.
(oo) "GE Merger Agreement" means the Agreement and
Plan of Merger, by and among GE, Purchaser and the Company
dated as of December 17, 2001.
(pp) "GE" means General Electric Company, a New York
corporation, and its Affiliates and Associates.
(qq) "Purchaser" means Xxxxxxxx Acquisition, Inc., a
Delaware corporation and a wholly-owned subsidiary of GE. If,
pursuant to the terms of the GE Merger Agreement, GE
designated another wholly-owned subsidiary to perform the
obligations of Purchaser under the GE Merger Agreement,
references to Purchaser herein shall automatically be deemed
to be to such other entity.
(rr) "Offer" shall have the meaning given such term
in the GE Merger Agreement.
(ss) "Voting Agreement" shall be the Voting Agreement
by and among the GE, Purchaser and Berwind LLC."
(d) Amendment to Section 7. Section 7(a) of the Rights is amended by
deleting the word "or" immediately preceding the clause (iv) thereof; by adding
the following clause (v) immediately following the number "24": "or (v)
immediately prior to the Effective Time (as defined in the GE Merger Agreement)
or as otherwise provided for in accordance herewith"; and by changing the
reference to clause (iv) in the last parenthetical expression in Section 7(a) to
refer to clause (v).
(e) Amendment to Section 11(a)(ii). Section 11(a)(ii) of the Rights
Agreement is amended to add the following sentence at the end thereof:
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"Notwithstanding anything in this Agreement to the
contrary, GE shall not become an Adverse Person as the result
of (i) the execution of the Voting Agreement, (ii) the Offer
and the GE Merger, (iii) the execution of the GE Merger
Agreement, or (iv) the consummation of the transactions
contemplated by the GE Merger Agreement and the Voting
Agreement."
(f) Effectiveness. This Amendment shall be deemed effective as of the
date first written above, as if executed on such date. Except as amended hereby,
the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed, all as of the date and year first above written.
INTERLOGIX, INC.
By /s/ Xxxxxxx X. Xxxxx
----------------------
Its President & C.E.O.
XXXXX FARGO BANK MINNESOTA N.A.
By /s/ Xxxxxx X. Xxxxxxx
----------------------------
Its Assistant Vice President
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