exv4w1



 



Exhibit 4.1


AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT



     Amendment No.2, dated as of August 8, 2001 (the “Amendment”), between
Imation Corp., a Delaware corporation (the “Company”) and Norwest Bank
Minnesota, N.A., a national banking association (the “Rights Agent”).


     WHEREAS, the Company and the Rights Agent entered into a Rights Agreement,
dated as of June 18, 1996 and an Amendment No.1 to the Rights Agreement dated
as of January 12, 1999 (collectively, the “Rights Agreement”); and


     WHEREAS, in accordance with Section 26 of the Rights Agreement, the
Company desires to amend the Rights Agreement and to set forth the terms of the
amendment in this Amendment;


     NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby agree
as follows:


     Section 1. Amendment of Definition of “Acquiring Person”. Paragraph (a) of
Section 1 of the Rights Agreement is amended by deleting the paragraph in its
entirety and replacing it with the following:


     (a)  “Acquiring Person” shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner of
fifteen percent (15%) or more of the shares of Common Stock then outstanding,
but shall not include (i) the Company, (ii) any Subsidiary of the Company,
(iii) any employee benefit plan of the Company, or of any Subsidiary of the
Company or any Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan, (iv) any Person who
becomes the Beneficial Owner of fifteen percent (15%) or more of the shares of
Common Stock then outstanding as a result of a reduction in the number of
shares of Common Stock outstanding due to the repurchase of shares of Common
Stock by the Company unless and until such Person, after becoming aware that
such Person has become the Beneficial Owner of fifteen percent (15%) or more of
the then out- standing shares of Common Stock, acquires beneficial ownership of
any additional shares of Common Stock or (v) any Person who becomes the
Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock
of the Company then outstanding as a result of the direct or indirect
acquisition, by way of merger, stock purchase, asset purchase or otherwise, of
another Person or Persons who “beneficially owns” shares of Common Stock,
provided the Common Stock of the Company is not the primary asset of such other
Person or Persons and the Person, after becoming aware that such Person has
become the “beneficial owner” of fifteen percent (15%) or more of the then
outstanding shares of Common Stock, does not acquire “beneficial ownership” of
any additional shares of Common Stock.


 






 


     Section 2. Rights Agreement as Amended. The term “Agreement” as used in
the Rights Agreement shall be deemed to refer to the Rights Agreement as
amended hereby. The foregoing amendments shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.


     Section 3. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and 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.


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the day and the year first written above.



	 	 	 
	Attest:	 	
IMATION CORP.
	 
	By: /s/ Jennifer A. Tenenbaum



Name: Jennifer A. Tenenbaum

Title:  Senior Counsel and

Assistant Secretary	 	
By: /s/   John L. Sullivan



Name: John L. Sullivan

Title: Vice President, General

Counsel and Secretary
	 
	Attest:	 	
NORWEST BANK MINNESOTA, N.A.
	 
	By:  /s/  Nancy Rosengren



Name: Nancy Rosengren

Title: Vice President	 	
By:  /s/  Barbara M. Novak



Name: Barbara M. Novak

Title: Vice President