EXHIBIT 4.1
SECOND AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
THIS SECOND AMENDMENT, dated as of March 23, 2001, to the Amended and
Restated Rights Agreement, dated as of April 1, 1998, and as amended by that
certain First Amendment to Amended and Restated Rights Agreement dated February
28, 1999 (as so amended the "Rights Agreement"), by and between Norstan, Inc., a
Minnesota corporation (the "Company"), and Xxxxx Fargo Bank Minnesota, National
Association, formerly known as Norwest Bank Minnesota, National Association (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions set forth therein;
WHEREAS, the Board of Directors has determined that it is in the best
interests of the Company and its shareholders to amend Section 11(a)(ii) of the
Rights Agreement to express the adjustment mechanism contained therein in terms
of the number of shares purchasable pursuant to the exercise of a Right, rather
than in terms of the Purchase Price per share upon exercise of a Right.
NOW, THEREFORE, the Company and the Rights Agent hereby amend the
Rights Agreement as follows:
1. AMENDMENT TO THE RIGHTS AGREEMENT. The language contained in Section
11(a)(ii) of the Rights Agreement is hereby deleted in its entirety and replaced
with the following:
In the event 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 entity organized, appointed or established by
the Company for or pursuant to the terms of any such plan), alone or
together with its Affiliates and Associates, shall become an Acquiring
Person, then, except as provided below and in Section 7(e) hereof,
the holder of any Right which has not theretofore been exercised shall
thereafter be entitled to receive, upon exercise of such Right at the
then current Purchase Price in accordance with the terms of this
Agreement, such number of shares of Common Stock of the Company equal
to the result obtained by (1) multiplying the then current Purchase
Price by the then number of shares of Common Stock for which a Right is
then exercisable and (2) dividing that product by 50% of the current
market price (determined pursuant to Section 11(d) hereof) per share of
Common Stock as of the Stock Acquisition Date in question; PROVIDED,
HOWEVER, that if the transaction that would otherwise give rise to the
foregoing adjustment also constitutes an event described in Section
13(a), then only the provisions of Section 13 shall apply and no
adjustment shall be made pursuant to this Section 11(a)(ii).
2. MISCELLANEOUS.
(a) CAPITALIZED TERMS. Except as otherwise expressly provided,
or unless the context otherwise requires, all capitalized terms used herein have
the meanings ascribed to them in the Rights Agreement.
(b) COUNTERPARTS. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
shall constitute but one and the same document.
(c) REMAINDER OF RIGHTS AGREEMENT IN FULL FORCE AND EFFECT.
Except as expressly set forth herein, this Amendment shall not by implication or
otherwise alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the day and year above first written.
NORSTAN, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Its: Chief Financial Officer
XXXXX FARGO BANK MINNESOTA.
NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Its: Vice President
