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EXHIBIT 4.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
First Amendment, dated as of February 9, 2000 (this
"Amendment"), to Rights Agreement, dated as of October 29, 1998 (the "Rights
Agreement"), between Technology Solutions Company, a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited
liability company (the "Rights Agent").
W I T N E S S E T H :
WHEREAS, the Board of Directors of the Company, at a meeting
held on January 26, 2000 and based in part on the recommendation of the
Company's legal advisors, has determined that it is advisable and in the best
interest of the Company to amend the Rights Agreement as set forth below;
WHEREAS, at the date of this Amendment, the Distribution Date
has not occurred and there is no Acquiring Person; and
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WHEREAS, in compliance with Section 27 of the Rights
Agreement, the Company and the Rights Agent are willing to amend the Rights
Agreement as hereinafter set forth and the Company and the Rights Agent have
each executed and delivered this Amendment.
NOW, THEREFORE, in consideration of the Rights Agreement and
the premises and mutual agreements herein set forth, the parties hereby agree as
follows:
1. The second sentence of Section 1(a) of the Rights Agreement
is hereby amended and restated to read as follows:
Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" as the result of an acquisition of shares
of Common Stock by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of
shares beneficially owned by such Person to 15% or more of the
shares of Common Stock then outstanding; provided, however,
that if a Person shall become the Beneficial Owner of 15% or
more of the shares of Common Stock then outstanding by reason
of share purchases by the Company and shall, after such share
purchases by the Company, become the Beneficial Owner of any
additional shares of Common Stock (other than pursuant to a
dividend or distribution paid or made by the Company on the
outstanding Common Stock or pursuant to a split or subdivision
of the outstanding Common Stock), then such Person shall be
deemed to be an "Acquiring Person".
2. The last paragraph of Section 1 of the Rights Agreement is
hereby amended by moving the word "and" appearing immediately before clause
(xxii) to immediately before clause (xxi) and deleting clause (xxii) in its
entirety.
3. Section 2 of the Rights Agreement is hereby amended by
adding the following sentence at the end thereof:
The Rights Agent shall have no duty to supervise, and in no
event shall be liable for, the acts or omissions of any such
co-Rights Agent.
4. The first sentence of Section 3(a) of the Rights Agreement
is hereby amended and restated to read as follows:
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Until the earlier of (i) the Close of Business on the tenth
day after the Stock Acquisition Date (or, if the tenth day
after the Stock Acquisition Date occurs before the Record
Date, the Close of Business on the Record Date) or (ii) the
Close of Business on the tenth Business Day (or such later
date as may be determined by action of the Board of Directors
of the Company prior to such time as any Person becomes an
Acquiring Person) after the date that a tender or exchange
offer by 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 Person organized,
appointed or established by the Company for or pursuant to the
terms of any such plan) is first published or sent or given
within the meaning of Rule 14d-2(a) of the General Rules and
Regulations under the Exchange Act, if upon consummation
thereof, such Person would be the Beneficial Owner of 15% or
more of the shares of Common Stock then outstanding (the
earlier of (i) and (ii) being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of paragraph (b) of this Section 3)
by the certificates for the Common Stock registered in the
names of the holders of the Common Stock (which certificates
for Common Stock shall be deemed also to be certificates for
Rights) and not by separate certificates and (y) the Rights
will be transferable only in connection with the transfer of
the underlying shares of Common Stock (including a transfer to
the Company).
5. Section 6(a) of the Rights Agreement is hereby amended by
adding the following sentence at the end thereof:
The Rights Agent shall have no duty or obligation to take any
action under any Section of this Agreement which requires the
payment by a Rights holder of applicable taxes and
governmental charges unless and until the Rights Agent is
satisfied that all such taxes and/or charges have been paid.
6. Section 11(o) of the Rights Agreement is hereby amended by
inserting the phrase ", Section 24" immediately after the phrase "Section 23".
7. Section 13(a) of the Rights Agreement is hereby amended by
deleting each occurrence of the phrase "or during the pendency of a 180 Day
Period".
8. Section 13(d) of the Rights Agreement is hereby deleted and
Section 13(e) of the Rights Agreement is hereby redesignated as Section 13(d).
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9. Section 14 of the Rights Agreement is hereby amended by
adding Section 14(e), which shall read as follows:
(e) The Rights Agent shall have no duty or obligation with
respect to this Section 14 and Section 24(e) unless and until
it has received specific instructions (and sufficient cash, if
required) from the Company with respect to its duties and
obligations under such Sections.
10. Section 18(a) of the Rights Agreement is hereby amended
(i) by adding the phrase "(each as finally determined by a court of competent
jurisdiction)" immediately after the word "misconduct" and (ii) by adding the
word "punitive," immediately after the word "indirect,".
11. Section 20(c) of the Rights Agreement is hereby amended by
adding the phrase "(each as finally determined by a court of competent
jurisdiction)" immediately after the word "misconduct".
12. Section 23(c) of the Rights Agreement is hereby deleted.
13. The third occurrence of the word "such" appearing in
Section 27 of the Rights Agreement and the last sentence of Section 27 of the
Rights Agreement are hereby deleted.
14. The first sentence of the first paragraph appearing on
page B-2 of the form of Rights Certificate attached as Exhibit B to the Rights
Agreement is hereby amended by inserting the phrase ", as the same may be
amended from time to time" immediately after the first occurrence of the phrase
"October 29, 1998".
15. The third full paragraph appearing on page B-3 of the form
of Rights Certificate attached as Exhibit B to the Rights Agreement is hereby
amended by deleting the
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sentence "Under certain circumstances set forth in the Rights Agreement, the
Rights may not be redeemed for a period of one hundred eighty days (180)."
16. The last sentence of the first paragraph of the Summary of
Rights to Purchase Preferred Stock attached as Exhibit C to the Rights Agreement
is hereby amended and restated to read as follows:
The description and terms of the Rights are set forth in a
Rights Agreement, dated as of October 29, 1998 as amended by
the First Amendment dated as of February 9, 2000 thereto
(collectively, the "Rights Agreement"), between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
17. The second paragraph of the Summary of Rights to Purchase
Preferred Stock attached as Exhibit C to the Rights Agreement is hereby amended
and restated to read as follows:
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights certificates will be distributed. The Rights
will separate from the Common Stock and the Distribution Date
will occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (the "Stock
Acquisition Date") or (ii) 10 business days (or such later
date as may be determined by action of the Board of Directors
prior to such time as any person or group becomes an Acquiring
Person) following the commencement of a tender offer or
exchange offer which, if consummated, would result in a person
or group beneficially owning 15% or more of the outstanding
shares of Common Stock.
18. The ninth paragraph of the Summary of Rights to Purchase
Preferred Stock attached as Exhibit C to the Rights Agreement is amended by
deleting the phrase "or during the pendency of a 180 day period".
19. The last sentence of the thirteenth paragraph of the
Summary of Rights to Purchase Preferred Stock attached as Exhibit C to the
Rights Agreement is hereby deleted.
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20. The last sentence of the fifteenth paragraph of the
Summary of Rights to Purchase Preferred Stock attached as Exhibit C to the
Rights Agreement is hereby deleted.
21. 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 with in accordance with the laws of such State applicable to contracts
to be made and performed entirely within such State.
22. This Amendment may be executed in two or more
counterparts, each of which shall for all purposes be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
23. Any capitalized term used herein without definition shall
have the meaning specified in the Rights Agreement.
24. Except as otherwise expressly set forth herein, this
Amendment shall not by implication or otherwise alter, modify, amend or in any
other manner affect any of the terms, conditions, obligations, covenants or
agreements contained in the Rights Agreement, all of which are hereby ratified
and confirmed in all respects and shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and year first
above written.
Attest: Technology Solutions Company
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Secretary and General Title: Senior Vice President and
Counsel Chief Financial Officer
Attest: ChaseMellon Shareholder Services, L.L.C.
By: /s/ Xxxxxx X. LeCouche By: /s/ Xxx Tinto
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Name: Xxxxxx X. LeCouche Name: Xxx Tinto
Title: Vice President Title: Vice President
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