EXHIBIT 4.1A
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement is entered into as of
September 28, 1999, between ITI Technologies, Inc., a Delaware corporation (the
"Company"), and Norwest Bank Minnesota, National Association, 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 (the "Rights Agreement"); and
WHEREAS, SLC Technologies, Inc., a Delaware corporation ("SLC"), and
the Company propose to enter into an Agreement and Plan of Merger and
Reorganization (the "Merger Agreement") dated September 28, 1999, pursuant to
which SLC will merge with and into the Company (the "Merger"), and certain
stockholders of the Company propose to agree to vote for and otherwise support
the Merger pursuant to Voting Support Agreements ("Voting Support Agreements");
and
WHEREAS, the Board of Directors of the Company has approved the Merger
Agreement, the Merger and the Voting Support Agreements; 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(f). Section 1(f) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
SLC shall not be deemed to beneficially own any securities of
the Company that SLC would otherwise beneficially own as a
result of (i) the consummation of the Merger, (ii) the
execution of the Merger Agreement or the Voting Support
Agreements, or (iii) consummation of the other transactions
contemplated in the Merger Agreement and the Voting Support
Agreements."
(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 Merger, the members of the Board
designated by SLC 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 of thereof:
"(jj) "Merger" means the merger of SLC with and into the
Company pursuant to the Merger Agreement.
(kk) "Merger Agreement" means the Agreement and Plan of Merger
and Reorganization between the Company and SLC, dated as of
September 28, 1999.
(ll) "Voting Support Agreements" mean the Voting Support
Agreements between SLC and certain stockholders of the
Company, dated as of September 28, 1999.
(mm) "SLC" means SLC Technologies, Inc., a Delaware
corporation, and its Affiliates and Associates.
(d) Amendment of Section 3(a). Section 3(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as the
result of (i) the consummation of the Merger, (ii) the
execution of the Merger Agreement and the Voting Support
Agreements or (iii) the consummation of the other transactions
contemplated in the Merger Agreement and the Voting Support
Agreements (including any public announcements or reports
filed pursuant to the Exchange Act.)"
(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:
"Notwithstanding anything in this Agreement to the contrary,
SLC shall not become an Adverse Person as the result of (i)
the consummation of the Merger, (ii) the execution of the
Merger Agreement and the Voting Support Agreements or (iii)
the consummation of the transactions contemplated by the
Merger Agreement and the Voting Support Agreements."
(f) Amendment of Section 13. Section 13 of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
(i) the consummation of the Merger, (ii) the execution of the
Merger Agreement and the Voting Support Agreements or (iii)
the consummation of the other transactions contemplated in the
Merger Agreement and the Voting Support Agreements (A) shall
not be deemed to be events of the type described in the first
sentence of this
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Section 13 and shall not cause the Rights to be adjusted or
exercisable in accordance with, or any other action to be
taken or obligation to arise pursuant to, this Section 13 and
(B) SLC shall not be deemed to be a Principal Party as a
result of the consummation of the Merger or the transactions
contemplated in the Merger Agreement and the Voting Support
Agreements."
(g) 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed, all as of the date and year first above written.
ITI TECHNOLOGIES, INC.
By /s/ C A Xxxxxx
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Its Vice President and General Counsel
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NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By /s/ Xxxxx X. Xxxxxx
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Its Vice President
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