Exhibit 4.1
Amendment No. 2 to Rights Agreement
This Amendment No.2 to Rights Agreement (this "Amendment"), effective as of
June 30, 2002 is between Lifeline Systems, Inc., a Massachusetts corporation
(the "Company"), and State Street Bank and Trust Company, a Massachusetts trust
company, as rights agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of July 24, 1998, as amended pursuant to Amendment No. 1
thereto dated October 18, 1998 (as amended, the "Rights Agreement"); and
WHEREAS, Section 27 of the Rights Agreement permits the amendment of the
Rights Agreement by the Company;
WHEREAS, pursuant to a resolution duly adopted on April 3, 2002, the Board
of Directors of the Company has authorized the amendment of the Rights Agreement
as set forth below; and
WHEREAS, the Board of Directors of the Company has determined that such
amendment is desirable and is consistent with the objectives of the Board of
Directors in connection with the original adoption of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth herein, the parties hereby agree as follows:
1. Amendment of Section 1(n). Section 1(n) of the Agreement is hereby
amended in full and replaced in its entirety by the following:
(n) "Exempted Person" shall mean:
(i) any Person, which together with its Affiliates, had reported
Beneficial Ownership as of July 24, 1998 of more than ten percent
(10%) of the shares of Common Stock outstanding as of such date on
Schedule 13G under the Exchange Act, unless and until such time as
such Person, together with its Affiliates, directly or indirectly,
becomes the Beneficial Owner of more than 19.9% of the Common Stock
then outstanding, in which case such Person shall cease to be an
Exempted Person, and
(ii) the entities known as of the date hereof as (a) ValueAct
Capital Partners, L.P. ("ValueAct Partners"), (b) ValueAct Capital
Partners II, L.P. ("ValueAct Partners II"), (c) ValueAct Capital
International, Ltd. ("ValueAct International"), (d) VA Partners,
L.L.C. ("VA Partners"), (e) Xxxxxxx X. Xxxxx, (f) Xxxxxx X. Xxxxx, Xx.
and (g) Xxxxx X. Xxxxx (collectively and individually, "ValueAct"),
unless and until such time as (1) ValueAct, together with its
Affiliates and Associates, directly or indirectly, becomes the
Beneficial Owner of more than the lesser of (X) 19.9% of the Common
Stock then outstanding, or (Y) the lowest number of shares of Common
Stock collectively beneficially owned by
such Persons on or after November 30, 2002, or (2) ValueAct breaches,
and the board of directors of the Company determines that ValueAct has
breached, any terms and conditions of that certain Agreement dated as
of the date hereof among the Company and ValueAct, in which case
ValueAct shall cease to be an Exempted Person.
2. Effectiveness. This Amendment shall be deemed effective as of June 30,
2002 as if executed by both parties hereto on such date. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
3. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the Commonwealth of Massachusetts and for all purposes shall
be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
This Amendment may be executed in any number of counterparts, 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. If any
term, provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated. Capitalized terms not otherwise
defined herein shall have the meanings assigned to such terms in the Rights
Agreement.
4. Certification. The undersigned officer of the Company certifies by
execution hereof that this Amendment is in compliance with the terms of Section
27 of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
LIFELINE SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: President
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Authorized Signer
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