Exhibit 4.1


 


AMENDMENT TO


RIGHTS AGREEMENT


 


This Amendment to Rights
Agreement (this “Amendment”) is between Fargo Electronics, Inc., a
Delaware corporation (the “Company”), and Wells Fargo Bank Minnesota, N.A., a
national banking association (the “Rights Agent”) effective as of May 22,
2006.


 


A.                                   The
Company and the Rights Agent are party to that certain Rights Agreement dated
as of February 9, 2000 (the “Rights Agreement”). Capitalized terms used
and not otherwise defined herein will have the meaning given in the Rights
Agreement.


 


B.                                     Section 27
of the Rights Agreement provides that, prior to a Distribution Date, the
Company may amend the Rights Agreement, including the definitions of an
Acquiring Person as set forth in Section 1(a) thereof, without the
approval of any holders of Rights, and that, upon delivery of a certificate
from an officer of the Company stating that this Amendment is in compliance
with the terms of Section 27 of the Rights Agreement, the Rights Agent
shall amend the Rights Agreement as the Company directs.


 


C.                                     The
Company deems it desirable and in the best interests of its stockholders to
amend the Rights Agreement (without redeeming the Rights identified therein)
for the following purposes:  (i) to
render the Rights Agreement inapplicable with respect to the Merger, the Merger
Agreement and the transactions contemplated thereby; (ii) to ensure that
(x) neither Assa Abloy, Inc., HID Global Corporation nor Dakota
Acquisition Sub, Inc. nor any of their “Affiliates” or “Associates” (as
such terms are defined in the Rights Agreement) is considered to be an “Acquiring
Person”, (y) neither Assa Abloy, Inc., HID Global Corporation nor Dakota
Acquisition Sub, Inc. nor any of their “Affiliates” or “Associates” “ (as
such terms are defined in the Rights Agreement) is considered to be an “Adverse
Person”, and (z) the provisions of the Rights Agreement, including the
occurrence of a “Distribution Date”, or a “Stock Acquisition Date” or “Triggering
Event” (as such terms are defined in the Rights Agreement), are not and shall
not be triggered by reason of the announcement or consummation of the Merger,
the Merger Agreement or the consummation of any of the other transactions
contemplated thereby; and (iii) to ensure that the Rights shall
automatically terminate on and as of the Effective Time and shall be void and
of no further force or effect.


 


D.                                    The
Company desires, and hereby directs the Rights Agent, to amend the Rights
Agreement, and the Rights Agent agrees to such amendment, on the terms and
conditions hereof.


 


NOW, THEREFORE, in consideration
of the foregoing and the terms contained herein, the Rights Agreement is hereby
amended and the Company and the Rights Agent agree as follows:


 


1.                                       Representations
and Warranties. The Company represents and warrants to the Rights Agent
that:


 


(a)                                  to
the best knowledge of the Company, a Distribution Date has not occurred prior
to the effective date hereof; and


 

















 


(b)                                 this
Amendment is authorized pursuant to the requirements of Section 27 of the
Rights Agreement.


 


2.                                       Amendment
of Section 1. Section 1 of the Rights Agreement is hereby amended
by adding the following new paragraph at the end of that Section:


 


Notwithstanding anything in this Agreement to the
contrary, none of Assa Abloy, Inc., an Oregon corporation, HID Global
Corporation, a Delaware corporation, nor Dakota Acquisition Sub, Inc., a
Delaware corporation, nor any of their Affiliates or Associates shall be deemed
an Acquiring Person, an Adverse Person, or an Affiliate or Associate of an
Acquiring Person or Adverse Person, and neither a Distribution Date nor a Stock
Acquisition Date nor any Triggering Event, shall be deemed to occur or to have
occurred, or will occur, and the Rights will not become separable,
distributable, unredeemable or exercisable, in each such case, by reason or as
a result of the approval, execution or delivery of the Merger Agreement, the
consummation of the Merger (as defined in the Merger Agreement) or the
consummation of the other agreements or transactions contemplated by the Merger
Agreement.


 


3.                                       Amendment
of Section 7(a)(ii). The definition of “Expiration Date” in clause (ii) of
the last sentence of Section 7(a) of the Rights Agreement is hereby
amended by adding “or Section 13 (e)” after the words “Section 13(d)”
at the end of such clause (ii).


 


4.                                       Amendment
at Section 1(qq). Section 1 of the Rights Agreement is hereby
amended by adding the following new Section 1(vv) immediately after Section 1(uu):


 


(vv)                          “Merger Agreement” means the
Agreement and Plan of Merger dated as of May 22, 2006, by and among Assa
Abloy, Inc., HID Global Corporation, Dakota Acquisition Sub, Inc. and
the Company.


 


5.                                       Amendment
adding a new Section 13(e). Section 13 of the Rights Agreement is
hereby amended by adding a new Section 13(e) as follows:


 


(e)                                  Notwithstanding
anything in this Agreement to the contrary, upon the consummation of any merger
or other acquisition transaction involving the Company, pursuant to a merger or
other acquisition agreement between the Company and any Person (or one or more
of such Person’s Affiliates or Associates), which agreement has been approved
by the Board of Directors of the Company prior to any Person becoming an
Acquiring Person, the provisions of this Section 13 shall be deemed not to
apply to such merger or to any of the transactions contemplated by such merger,
and all Rights hereunder shall expire.


 


6.                                       No
Other Changes. Except as specifically amended by this Amendment, all other
provisions of the Rights Agreement shall remain in full force and effect. This
Amendment shall not constitute or operate as a waiver of, or estoppel with
respect to, any provisions of the Rights Agreement by any party hereto.


 


2

















 


7.                                       Counterparts.
This Amendment to Rights Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.


 


8.                                       Capitalized
Terms. Capitalized terms used without other definition in this Amendment to
the Rights Agreement shall be used as defined in the Rights Agreement, as
amended.


 


9.                                       Governing
Law. This Amendment to the Rights Agreement shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes will
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.


 


10.                                 Effectiveness.
This Amendment to the Rights Agreement shall be effective as of, and
immediately prior to, the execution and delivery of the Merger Agreement, and
all references to the Rights Agreement shall, from and after such time, be
deemed to be references to the Rights Agreement as amended hereby; provided, however, that if the Merger
Agreement is terminated for any reason, this Amendment shall no longer be
applicable or of any further force and effect.


 


11.                                 Exhibits.
Exhibits B and C to the Rights Agreement shall be deemed amended in a manner
consistent with this Amendment to the Rights Agreement.


 


12.                                 References
to and Effect on Rights Agreement. Upon the effectiveness of this Amendment
pursuant to the provisions of Section 10 hereof, each reference in the
Rights Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or any
other expression of like import referring to the Rights Agreement shall mean
and be a reference to the Rights Agreement as amended by this Amendment.


 


The Company and the
Rights Agent have caused this Amendment to be duly executed on their behalf by
their respective duly authorized representatives as of the date first written
above.


 


 


	
  FARGO ELECTRONICS, INC.

  	
   

  	
  WELLS FARGO BANK MINNESOTA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peggy Sime

  
	
  By:

  	
  /s/ Jeffrey Upin

  	
   

  	
  Its:

  	
  Officer

  
	
  Its:

  	
  General Counsel

  	
   

  	
   

  	
   

  



 


3