AMENDMENT NO. 2 EXHIBIT 4.1.2
RECOVERY ENGINEERING, INC.
RIGHTS AGREEMENT
This Amendment No. 2, dated as of April 29, 1999, between Recovery Engineering,
Inc., a Minnesota corporation (the "Company"), and Norwest Bank Minnesota, N.A.
(the "Rights Agent") amends certain terms and provisions of the Rights Agreement
(the "Rights Agreement"), dated as of January 30, 1996 between Recovery
Engineering, Inc., a Delaware corporation to which the Company is a successor
entity by merger, and the Rights Agent as follows (each capitalized term used
herein but not defined herein shall have the same meaning assigned to such term
as in the Rights Agreement):
1. Amendment No. 1 to the Rights Agreement dated as of February 3, 1998 is
hereby rescinded in its entirety.
2. Section 1 of the Rights Agreement entitled "Certain Definitions" is hereby
amended as follows:
2.1 By deleting each reference to "20%" set forth in the definition of
"Acquiring Person" contained in paragraph (a) thereof and in each
case substituting therefore: "15%";
2.2 By supplementing the definition of "Acquiring Person" set forth in
paragraph (a) with the following subparagraph (iii):
(iii) Notwithstanding the foregoing, at no time shall Brian F.
Sullivan, William F. Wanner, Jr., Goldman, Sachs & Co. or any
of their respective Affiliates or Associates be deemed to be
an "Acquiring Person" by reason of any such Person being the
beneficial owner of 15% or more of the shares of Common Stock
of the Company then outstanding unless (in addition to (i) any
shares of Common Stock of the Company beneficially owned by
such Person as of February 3, 1998, and (ii) any shares of
Common Stock of the Company in respect of which such Person
becomes the beneficial owner after February 3, 1998 as a
result of any acquisition of securities directly from the
Company by such Person) such Person is also then the
beneficial owner of shares of Common Stock of the Company that
represent 3% or more of the shares of Common Stock of the
Company then outstanding;
2.3 By deleting the definition of "Continuing Director" set forth in
paragraph (g) of Section 1 in its entirety and substituting therefor
the following definition:
(g) "Director" shall mean any person who is a then-current member
of the Board of Directors of the Company; and,
3. The Rights Agreement is hereby amended by deleting each and every
reference to "Continuing Director" throughout the entirety of the Rights
Agreement and substituting therefor the term "Director", whether appearing
in singular or plural form.
4. All references in the Rights Agreement to "the Company" shall be deemed
references to the Company as defined in this Amendment.
5. All terms and provisions of the Rights Agreement shall remain in full
force and effect except to the extent specifically amended or modified by
this Amendment No. 2.
RECOVERY ENGINEERING, INC.
ATTEST: BY:
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NAME: NAME:
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TITLE: TITLE:
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NORWEST BANK MINNESOTA N.A.
ATTEST: BY:
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NAME: NAME:
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TITLE: TITLE:
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