EXHIBIT 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment"), dated as of April 25, 2007, is by
and between COVANSYS CORPORATION, a Michigan corporation (the "Company"), and
COMPUTERSHARE TRUST COMPANY, N.A. (formerly known as EquiServe Trust Company,
N.A). (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into that certain Rights
Agreement, dated as of December 1, 2004 (the "Rights Agreement");
WHEREAS, capitalized terms used but not otherwise defined in this Amendment
shall have the meaning given them in the Rights Agreement;
WHEREAS, the board of directors (the "Board") of the Company has been
presented with a proposal whereby pursuant to an Agreement and Plan of Merger
(the "Merger Agreement") by and among the Company, Computer Sciences
Corporation, a Nevada corporation ("CSC"), and Surfside Acquisition Corp., a
Michigan corporation wholly owned by Parent ("Merger Sub") (CSC and Merger Sub,
together with their permitted successors and assigns, are collectively referred
to herein as the "Other Parties") at a meeting of the board of directors of the
Company held on April 25, 2007 (the "Meeting"), pursuant to which Merger Sub
will be merged with and into the Company (the "Merger");
WHEREAS, upon the effectiveness of the Merger, the Other Parties
collectively will acquire 100% of the outstanding shares of the Common Shares;
WHEREAS, the acquisition of 100% of the outstanding shares of the Common
Shares would result in the acquiring entity or entities being deemed to be an
"Acquiring Person" under the Rights Agreement, which would trigger certain
events pursuant to the terms of the Rights Agreement;
WHEREAS, at the Meeting the Board determined that it is in the best
interest of the Company and its Shareholders to amend the Rights Agreement prior
to the Company entering into the Merger Agreement so that (i) the Other Parties
will not thereby become Acquiring Persons under the Rights Agreement, (ii)
neither a Distribution Date nor a Stock Acquisition Date will thereby occur, and
(iii) the Expiration Date will be immediately prior to the Effective Time, as
defined in the Merger Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, this Amendment is
being executed by the Company and the Rights Agent for the purpose of amending
the Rights Agreement as set forth below.
NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 1(a) of the Rights Agreement (definition of "Acquiring Person")
is hereby amended by addition thereto of the following new sentence that will be
inserted immediately prior to the last sentence:
"Notwithstanding anything in this Agreement to the contrary, the term
'Acquiring Person' shall not include, either Computer Sciences
Corporation, a Nevada corporation ("CSC"), or Surfside Acquisition
Corp., a Michigan corporation wholly owned by CSC ("Merger Sub"), or
any other subsidiaries of CSC (CSC, Merger Sub, and any other
subsidiaries of CSC are collectively referred to herein as the "Other
Parties"), by reason of the execution, delivery or performance of the
Agreement and Plan of Merger authorized and approved by the Board of
Directors of the Company at the meeting of the Board of Directors held
on April 25, 2007, as it may be amended from time to time (the "Merger
Agreement"), the consummation of the Merger (as defined in the Merger
Agreement) or the other transactions contemplated by the Merger
Agreement or compliance with the terms of the Merger Agreement,
including proxies or agreements to vote Common Shares granted by the
Company or any stockholder of the Company to the Other Parties in
connection with the Merger Agreement.
2. Section 1(n) of the Rights Agreement (definition of "Expiration Date")
is hereby deleted and replace in its entirety with the following new sentence:
(n) "Expiration Date" shall mean the earlier of (i) Close of Business
on November 1, 2014, and (ii) immediately prior to the Effective Time
(as defined in the Merger Agreement).
3. Section l(aa) of the Rights Agreement (definition of "Stock Acquisition
Date") is hereby amended to add the following new sentence at the end thereof:
Notwithstanding anything in this Agreement to the contrary, a Stock
Acquisition Date shall not occur by reason of the execution, delivery
or performance of the Merger Agreement, the consummation of the Merger
or the other transactions contemplated by the Merger Agreement or
compliance with the terms of the Merger Agreement, including proxies
or agreements to vote Common Shares granted by the Company or any
Shareholder of the Company to the Other Parties in connection with the
Merger Agreement.
4. Section 3(a) of the Rights Agreement is hereby amended to add the
following new sentence at the end thereof:
Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not occur by reason of the execution, delivery
or performance of the Merger Agreement, the consummation of the Merger
or the other transactions contemplated by the Merger Agreement or
compliance with the terms of the Merger Agreement, including proxies
or agreements to vote Common Shares granted by the Company or any
stockholder of the Company to the Other Parties in connection with the
Merger Agreement.
5. Section 7(a) of the Rights Agreement is hereby amended to add the
following new sentence at the end thereof:
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Notwithstanding anything in this Agreement to the contrary, no Right
shall become exercisable in accordance with this Agreement by reason
of the execution, delivery or performance of the Merger Agreement, the
consummation of the Merger or the other transactions contemplated by
the Merger Agreement or compliance with the terms of the Merger
Agreement, including proxies or agreements to vote Common Shares
granted by the Company or any Shareholder of the Company to the Other
Parties in connection with the Merger Agreement.
6. Except as specifically amended by this Amendment, the Rights Agreement
shall remain in full force and effect without any modification.
7. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware 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 the State.
8. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
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.
9. All covenants and provisions of this Amendment by or for the benefit of
the Company or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.
10. In the event of a conflict between this Amendment and the Rights
Agreement and the exhibits thereto, this Amendment shall govern
11. This Amendment may be executed in several counterparts, each of which
shall constitute an original and all of which, when taken together, shall
constitute one agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed as of the date first above written.
COVANSYS CORPORATION
By:
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Name: Xxxxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer and
President
COMPUTERSHARE TRUST COMPANY, N.A.
(formerly known as EquiServe Trust
Company, N.A).
By:
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Name: Xxxxxx Xxxxxx
Title: Manager, Investor Services
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