EXHIBIT 4.3
First Amendment to Rights Agreement
First Amendment, dated as of February 9, 2000 (this "Amendment"), to Rights
Agreement, dated as of October 29, 1998 (the "Rights Agreement"), between
Technology Solutions Company, a Delaware corporation (the "Company"), and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company
(the "Rights Agent").
W I T N E S S E T H :
Whereas, the Board of Directors of the Company, at a meeting held on
January 26, 2000 and based in part on the recommendation of the Company's legal
advisors, has determined that it is advisable and in the best interest of the
Company to amend the Rights Agreement as set forth below;
Whereas, at the date of this Amendment, the Distribution Date has not
occurred and there is no Acquiring Person; and
Whereas, in compliance with Section 27 of the Rights Agreement, the Company
and the Rights Agent are willing to amend the Rights Agreement as hereinafter
set forth and the Company and the Rights Agent have each executed and delivered
this Amendment.
Now, therefore, in consideration of the Rights Agreement and the premises
and mutual agreements herein set forth, the parties hereby agree as follows:
1. The second sentence of Section 1(a) of the Rights Agreement is hereby
amended and restated to read as follows:
Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" as the result of an acquisition of shares
of Common Stock by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of
shares beneficially owned by such Person to 15% or more of
the
shares of Common Stock then outstanding; provided, however,
that if a Person shall become the Beneficial Owner of 15% or
more of the shares of Common Stock then outstanding by
reason of share purchases by the Company and shall, after
such share purchases by the Company, become the Beneficial
Owner of any additional shares of Common Stock (other than
pursuant to a dividend or distribution paid or made by the
Company on the outstanding Common Stock or pursuant to a
split or subdivision of the outstanding Common Stock), then
such Person shall be deemed to be an "Acquiring Person".
2. The last paragraph of Section 1 of the Rights Agreement is hereby
amended by moving the word "and" appearing immediately before clause (xxii) to
immediately before clause (xxi) and deleting clause (xxii) in its entirety.
3. Section 2 of the Rights Agreement is hereby amended by adding the
following sentence at the end thereof:
The Rights Agent shall have no duty to supervise, and in no
event shall be liable for, the acts or omissions of any such
co-Rights Agent.
4. The first sentence of Section 3(a) of the Rights Agreement is hereby
amended and restated to read as follows:
Until the earlier of (i) the Close of Business on the tenth
day after the Stock Acquisition Date (or, if the tenth day
after the Stock Acquisition Date occurs before the Record
Date, the Close of Business on the Record Date) or (ii) the
Close of Business on the tenth Business Day (or such later
date as may be determined by action of the Board of
Directors of the Company prior to such time as any Person
becomes an Acquiring Person) after the date that a tender or
exchange offer by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company, or any Person
organized, appointed or established by the Company for or
pursuant to the terms of any such plan) is first published
or sent or given within the meaning of Rule 14d-2(a) of the
General Rules and Regulations under the Exchange Act, if
upon consummation thereof, such Person would be the
Beneficial Owner of 15% or more of the shares of Common
Stock then outstanding (the earlier of (i) and (ii) being
herein referred to as the "Distribution Date"), (x) the
Rights will be evidenced (subject to the provisions of
paragraph (b) of this Section 3) by the certificates for the
Common Stock registered in the names of the holders of the
Common Stock (which certificates for Common Stock shall be
deemed also to be
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certificates for Rights) and not by separate certificates
and (y) the Rights will be transferable only in connection
with the transfer of the underlying shares of Common Stock
(including a transfer to the Company).
5. Section 6(a) of the Rights Agreement is hereby amended by adding the
following sentence at the end thereof:
The Rights Agent shall have no duty or obligation to take
any action under any Section of this Agreement which
requires the payment by a Rights holder of applicable taxes
and governmental charges unless and until the Rights Agent
is satisfied that all such taxes and/or charges have been
paid.
6. Section 11(o) of the Rights Agreement is hereby amended by inserting
the phrase", Section 24" immediately after the phrase "Section 23".
7. Section 13(a) of the Rights Agreement is hereby amended by deleting
each occurrence of the phrase "or during the pendency of a 180 Day Period".
8. Section 13(d) of the Rights Agreement is hereby deleted and Section
13(e) of the Rights Agreement is hereby redesignated as Section 13(d).
9. Section 14 of the Rights Agreement is hereby amended by adding Section
14(e), which shall read as follows:
(e) The Rights Agent shall have no duty or obligation
with respect to this Section 14 and Section 24(e) unless and
until it has received specific instructions (and sufficient
cash, if required) from the Company with respect to its
duties and obligations under such Sections.
10. Section 18(a) of the Rights Agreement is hereby amended (i) by adding
the phrase "(each as finally determined by a court of competent jurisdiction)"
immediately after the word "misconduct" and (ii) by adding the word "punitive,"
immediately after the word "indirect,".
11. Section 20(c) of the Rights Agreement is hereby amended by adding the
phrase "(each as finally determined by a court of competent jurisdiction)"
immediately after the word "misconduct".
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12. Section 23(c) of the Rights Agreement is hereby deleted.
13. The third occurrence of the word "such" appearing in Section 27 of the
Rights Agreement and the last sentence of Section 27 of the Rights Agreement are
hereby deleted.
14. The first sentence of the first paragraph appearing on page B-2 of
the form of Rights Certificate attached as Exhibit B to the Rights Agreement is
hereby amended by inserting the phrase", as the same may be amended from time
to time" immediately after the first occurrence of the phrase "October 29,
1998".
15. The third full paragraph appearing on page B-3 of the form of Rights
Certificate attached as Exhibit B to the Rights Agreement is hereby amended by
deleting the sentence "Under certain circumstances set forth in the Rights
Agreement, the Rights may not be redeemed for a period of one hundred eighty
days (180)."
16. The last sentence of the first paragraph of the Summary of Rights to
Purchase Preferred Stock attached as Exhibit C to the Rights Agreement is hereby
amended and restated to read as follows:
The description and terms of the Rights are set forth in a
Rights Agreement, dated as of October 29, 1998 as amended by
the First Amendment dated as of February 9, 2000 thereto
(collectively, the "Rights Agreement"), between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent.
17. The second paragraph of the Summary of Rights to Purchase Preferred
Stock attached as Exhibit C to the Rights Agreement is hereby amended and
restated to read as follows:
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights certificates will be distributed. The Rights
will separate from the Common Stock and the Distribution
Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15%
or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date") or (ii) 10 business days (or such
later date as may be determined by action of the Board of
Directors prior to such time as any person or group becomes
an
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Acquiring Person) following the commencement of a tender
offer or exchange offer which, if consummated, would result
in a person or group beneficially owning 15% or more of the
outstanding shares of Common Stock.
18. The ninth paragraph of the Summary of Rights to Purchase Preferred
Stock attached as Exhibit C to the Rights Agreement is amended by deleting the
phrase "or during the pendency of a 180 day period".
19. The last sentence of the thirteenth paragraph of the Summary of Rights
to Purchase Preferred Stock attached as Exhibit C to the Rights Agreement is
hereby deleted.
20. The last sentence of the fifteenth paragraph of the Summary of Rights
to Purchase Preferred Stock attached as Exhibit C to the Rights Agreement is
hereby deleted.
21. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed
with in accordance with the laws of such State applicable to contracts to be
made and performed entirely within such State.
22. This Amendment may be executed in two or more counterparts, each of
which shall for all purposes be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
23. Any capitalized term used herein without definition shall have the
meaning specified in the Rights Agreement.
24. Except as otherwise expressly set forth herein, this Amendment shall
not by implication or otherwise alter, modify, amend or in any other manner
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Rights Agreement, all of which are hereby ratified and
confirmed in all respects and shall continue in full force and effect.
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In Witness Whereof, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
Attest: Technology Solutions Company
By: /s/ XXXX X. XXXXXXXX ____ By: /s/ XXXXXXX X. XXXXXX __
Name: Xxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Secretary and General Counsel Title: Senior Vice President and
Chief Financial Officer
Attest: ChaseMellon Shareholder Services, L.L.C.
By: /s/ XXX TINTO ___________
By: /s/ XXXXXX XXXXXXXX ____ Name: Xxx Tinto
Name: Xxxxxx LeConche_____ Title: Vice President
Title:_Vice President _______
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