AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT ("Amendment"), dated as of July 23, 1997, to the
Rights Agreement, originally dated as of August 2, 1990 and amended and restated
as of May 31, 1996 (the "Rights Agreement"), between the XxXxxxxxx Xxxxxxx
Corporation, a Maryland corporation (the "Company"), and First Chicago Trust
Company of New York, as Rights Agent (the "Rights Agent").
The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement. Pursuant to Section 27 of the Rights
Agreement, the Company may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 27 thereof. All acts and
things necessary to make this Amendment by the Company and the Rights Agent have
been in all respects duly authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements
set forth herein, the parties hereto acknowledge and agree as follows:
1. Section 7(a) of the Rights Agreement is hereby modified, supplemented
and amended by replacing the last sentence thereof with the following sentence:
"The 'Final Expiration Date', as used in this Agreement, shall be the
date immediately prior to the Effective Time, as such term is defined
in the Agreement and Plan of Merger (the "Merger Agreement") among The
Boeing Company, West Acquisition Corp. and the Company; provided that,
in the event the Merger Agreement is terminated for any reason, the
'Final Expiration Date', as used in this Agreement, shall be December
31, 2004."
2. The term "Agreement" as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement as heretofore amended and as amended hereby.
3. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to the contracts to be made and performed entirely within such
State.
4. This Amendment to the Rights Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument. Terms not defined herein shall,
unless the context otherwise requires, have the meanings assigned to such terms
in the Rights Agreement.
5. In all respects not inconsistent with the terms and provisions of this
Amendment to the Rights Agreement, the Rights Agreement is hereby ratified,
adopted, approved and confirmed. In executing and delivering this Amendment, the
Rights Agent shall be entitled to all the privileges and immunities afforded to
the Rights Agent under the terms and conditions of the Rights Agreement.
6. If any term, provision, covenant or restriction of this Amendment to the
Rights Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment to the Rights Agreement, and of the
Rights Agreement, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
Attest: XXXXXXXXX XXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxx By: /s/ F. Xxxx Xxxxxxxx
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Name: Xxxxxx X. Xxxxx Name: F. Xxxx Xxxxxxxx
Title: Vice President, Associate Title: Senior Vice President and
General Counsel and Secretary General Counsel
Attest: FIRST CHICAGO TRUST
COMPANY OF NEW YORK
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxx Name: Xxxxx Xxxxxxx
Title: Assistant Vice President Title: Assistant Vice President
