EXHIBIT 4.1
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1 dated as of January 26, 2000, is made
by and between CSB FINANCIAL GROUP, INC., a Delaware corporation (the
"Company"), and REGISTRAR AND TRANSFER COMPANY, a New Jersey
corporation (the "Rights Agent"), and amends the Rights Agreement,
dated as of June 13, 1997, by and between the Company and the Rights
Agent (the "Rights Agreement").
W I T N E S S E T H
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WHEREAS, the Board of Directors of the Company has approved
an Agreement and Plan of Merger (the "Merger Agreement") by and among
the Company, Midland States Bancorp, Inc., a Delaware corporation
("Midland"), and CSB Acquisition Corporation, a Delaware corporation
and a wholly owned subsidiary of Midland ("MergerSub"), providing for
the affiliation of the Company with Midland through the merger of
MergerSub with and into the Company (the "Merger");
WHEREAS, the Board of Directors of the Company has
determined that the Merger is advisable and in the best interests of
the Company and its stockholders;
WHEREAS, the Merger Agreement contemplates the amendment of
the Rights Agreement on the terms set forth herein;
WHEREAS, Section 28 of the Rights Agreement provides that,
among other things, the Company and the Rights Agent may amend the
Rights Agreement without the approval of any holders of the Rights in
regard to matters which the Company and the Rights Agent deem
necessary or desirable and which shall not adversely affect the
interests of the holders of Rights Certificates; and
WHEREAS, the Company and the Rights Agent have determined
that this Amendment No. 1 is necessary and desirable to effectuate the
Merger and the other transactions contemplated by the Merger Agreement
and that it does not adversely affect the interests of the holders of
Rights Certificates.
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
1. Section 1 of the Rights Agreement is hereby amended by
adding the following definitions thereto:
"MergerSub" shall mean CSB Acquisition Corporation, a
Delaware corporation and a wholly owned subsidiary of
Midland.
"Merger" shall mean the merger of MergerSub with and
into the Company as contemplated by the Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of January 26, 2000, by and among Midland,
MergerSub and the Company, as the same may be amended in
accordance with the terms thereof.
"Midland" shall mean Midland States Bancorp, Inc., a
Delaware corporation.
"Support Agreements" shall mean the Support Agreements
by and between Midland, on the one hand, and certain directors
and executive officers of the Company in their capacities as
stockholders thereof, on the other, as each may be amended by
the terms thereof.
The subsections of Section 1 of the Rights Agreement shall be
relettered to take into account and properly reference in alphabetical
order the additions set forth above.
2. Section 1 of the Rights Agreement is hereby amended by
adding the following new paragraph to the end thereof:
Notwithstanding anything to the contrary contained
herein, none of Midland, MergerSub, nor any of their
Affiliates or Associates nor any of their permitted
assignees or transferees shall be deemed an Acquiring Person
and neither a Distribution Date nor a Share Acquisition Date
shall be deemed to occur or to have occurred, in each such
case, by reason of (i) the announcement of the Merger or
(ii) the execution of the Merger Agreement or the Support
Agreements (or any amendments thereto in accordance with the
terms thereof) or the consummation of the transactions
contemplated by the Merger Agreement (including, without
limitation, the Merger) or the Support Agreements.
3. Section 7(a) of the Rights Agreement is hereby amended
in its entirety to read as follows:
(a) The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the
Distribution Date, upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent, at the principal
office of the Rights Agent in Cranford, New Jersey, together
with payment of the aggregate Purchase Price for each share
of Common Stock on or prior to the Close of Business on the
earliest of (i) at 5:00 p.m., Chicago, Illinois time on
June 23, 2007 (the "Final Expiration Date"), (ii) the time
at which the Rights are redeemed pursuant to Section 24
hereof, (iii) the time at which such Rights are exchanged
pursuant to Section 25 hereof or (iv) immediately prior to
the Effective Time (as defined in the Merger Agreement) (the
earliest of such herein referred to as the "Expiration
Date").
4. The Rights Agreement shall not otherwise be
supplemented or amended by virtue of this Amendment No. 1, but shall
remain in full force and effect.
5. Capitalized terms used without other definition in this
Amendment No. 1 shall be used as defined in the Rights Agreement;
provided that the term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended by this
Amendment No. 1.
6. This Amendment No. 1 shall be effective as of, and
immediately prior to, the execution and delivery of the Merger
Agreement.
7. This Amendment No.1 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.
8. Exhibits A and B to the Rights Agreement shall be
deemed amended in a manner consistent with this Amendment No. 1.
9. This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and delivered, all as of the date
first above written.
CSB FINANCIAL GROUP, INC.
By: /s/ K. Gary Reynolds
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K. Gary Reynolds, President
and Chief Executive Officer
REGISTRAR AND TRANSFER COMPANY
By: /s/ William P. Tatler
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William P. Tatler,
Vice President