Exhibit 4.1
RIGHTS AGREEMENT
The following is the First Amendment to the Rights Agreement, dated as of
February 4, 2000 (the "Amendment"), between TransNet Corporation (the "Company")
and Continental Stock Transfer and Trust Company, as Rights Agent:
WHEREAS, the undersigned Rights Agent and TransNet Corporation are parties to a
Rights Agreement dated as of February 6, 1990, and
WHEREAS the Company desires to amend the Rights Agreement pursuant to Section 27
of the Rights Agreement.
NOW THEREFORE, the amendment shall be as follows:
1. Section 7. Amendment to Section 7 of the Rights Agreement: Section 7(a)(i) is
hereby amended by deleting the reference to "February 6, 2000" and replacing it
with "February 6, 2010".
2. Exhibit A. Amendment to Exhibit A of the Rights Agreement: SUMMARY OF RIGHTS
TO PURCHASE COMMON STOCK is hereby amended by deleting the references to
"February 6, 2000" and replacing them with "February 6, 2010".
3. Exhibit B. Amendment to Exhibit B of the Rights Agreement: FORM OF RIGHTS
CERTIFICATE. The heading paragraph is hereby amended by deleting the references
to "February 6, 2000" and replacing them with "February 6, 2010". The first
paragraph is hereby amended by deleting the references to "February 6, 2000" and
replacing them with "February 6, 2010".
4. Governing Law. This Amendment, the Rights Agreement, each Right and each
Rights Certificate issued hereunder shall be governed by, and construed in
accordance with the laws of the State of Delaware applicable to contracts
executed in and to be performed entirely in such State.
5. Counterparts. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute one and the same
instrument.
6. Effect of Amendment. Except as expressly modified herein, the Rights
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this amendment to be duly executed
as of February 4, 2000.
TRANSNET CORPORATION
Attest:
By: By:
Name: Name:
Title: Title:
CONTINENTAL STOCK TRANSFER AND
TRUST COMPANY
Attest:
By: By:
Name: Name:
Title: Title:
