EXHIBIT 4.5
T/R SYSTEMS, INC.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
September 2, 2003
EquiServe Trust Company, N.A.
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Client Administration
Re: Amendment No. 1 to Rights Agreement
Ladies and Gentlemen:
Pursuant to Section 27 of the Rights Agreement, dated as of November 9,
2000 (the "Rights Agreement"), between T/R Systems, Inc. (the "Company"), and
EquiServe Trust Company, N.A., as rights agent, the Company, by resolution
adopted by its Directors, hereby amends the Rights Agreement as follows:
1. Section 1(k) of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"(k) "Expiration Date" means the earliest of (i) the Close of
Business on the Final Expiration Date, (ii) the time at which
the Rights are redeemed as provided in Section 23, (iii) the
time at which all exercisable Rights are exchanged as provided
in Section 24, and (iv) immediately prior to the Effective
Time (as defined in the Merger Agreement)."
2. Section 1(o) of the Rights Agreement is hereby amended by
adding the following new Section 1(oo) immediately thereafter:
"(oo) "Merger Agreement" means the Agreement and Plan of
Merger, dated as of September 2, 2003, among Electronics for
Imaging, Inc., a Delaware corporation ("Parent"), Tribeca
Acquisition Corporation, a Georgia corporation and a wholly
owned subsidiary of Parent ("Merger Sub"), and the Company.
3. Section 1 of the Rights Agreement is hereby amended by
adding the following new paragraph at the end of that Section:
"Notwithstanding anything in this Agreement to the contrary,
none of Parent, Merger Sub, any Parent Subsidiary (as defined
in the Merger Agreement), any of
EquiServe Trust Company, N.A.
September 2, 2003
Page 2
their Affiliates or Associates or any of their permitted
assignees or transferees shall be deemed an Acquiring Person
and none of a Share Acquisition Date, Distribution Date or a
Triggering Event shall be deemed to occur or to have occurred,
and that the Rights will not become separable, distributable,
unredeemable or exercisable, in each such case, by reason or
as a result of the approval, execution or delivery of the
Merger Agreement or any Ancillary Agreement, the consummation
of the Merger (as defined in the Merger Agreement) or the
consummation of the other transactions contemplated by the
Merger Agreement or any Ancillary Agreement."
4. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment No. 1 to the Rights
Agreement, but shall remain in full force and effect.
5. Capitalized terms used without other definition in this
Amendment No. 1 to the Rights Agreement shall be used as
defined in the Rights Agreement.
6. This Amendment No. 1 to the Rights Agreement shall be
deemed to be a contract made under the internal substantive
laws of the State of Georgia and for all purposes will be
governed by and construed in accordance with the internal
substantive laws of such State applicable to contracts to be
made and performed entirely within such State.
7. This Amendment No. 1 to the Rights Agreement 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
but one and the same instrument.
8. This Amendment No. 1 to the Rights Agreement shall be
effective as of, and immediately prior to, the execution and
delivery of the Merger Agreement, and all references to the
Rights Agreement shall, from and after such time, be deemed to
be references to the Rights Agreement as amended hereby.
9. Exhibits B and C to the Rights Agreement shall be deemed
amended in a manner consistent with this Amendment No. 1 to
the Rights Agreement.
Very truly yours,
T/R SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
EquiServe Trust Company, N.A.
September 2, 2003
Page 3
Accepted and agreed to as of the effective time specified above:
EQUISERVE TRUST COMPANY, N.A.
By: /s/ Xxxxx Xxxxxx-Xxxx
------------------------
Name: Xxxxx Xxxxxx-Xxxx
Title: Managing Director
