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EXHIBIT 4
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED RIGHTS AGREEMENT,
effective as of December 13, 1999 (this "Amendment"), by and between Kollmorgen
Corporation, a New York corporation (the "Company"), and BankBoston, N.A., a
national banking association (the "Rights Agent"). Capitalized terms used herein
and not otherwise defined are used as defined in Rights Agreement (as defined
below).
WHEREAS, the Company and the Rights Agent entered into the Amended and
Restated Rights Agreement, dated as of October 22, 1998 (the "Rights
Agreement"), setting forth the terms of the rights;
WHEREAS, the Company and the Rights Agent may, from time to time,
supplement or amend the Rights Agreement pursuant to the provisions of Section
26 of the Rights Agreement;
WHEREAS, all acts and things necessary to make this Amendment to the
Rights Agreement a valid, legal and binding instrument of the Company and the
Rights Agent have been duly done, performed and fulfilled and the execution and
delivery hereof by each of the Company and the Rights Agent have been in all
respects duly authorized by the Company and the Rights Agent, respectively;
NOW THEREFORE, in consideration of the premises and mutual agreement
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Rights Agent
hereby agree as follows:
Section 1. Amendment to Rights Agreement. The Rights Agreement
is hereby amended by deleting from Section 1(a)(iii) "26%" and inserting in
lieu thereof "27%".
Section 2. Full Force and Effect. In all respects not
inconsistent with the terms and provisions of this Amendment to the Rights
Agreement, the Rights Agreement is hereby ratified and confirmed. In
executing and delivering this Amendment to the Rights Agreement, the Rights
Agent shall be entitled to all of the privileges and immunities afforded to the
Rights Agent under the terms and conditions of the rights Agreement.
Section 3. Governing Law. This Amendment shall be governed by
and construed in accordance with the law of the State of New York applicable to
contracts to be made and performed entirely within such State.
Section 4. Counterparts. This Amendment to the Rights Agreement
may be executed in two or more 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. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be as
effective as delivery of a manually executed counterpart of this Amendment.
[THE REMINADER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Rights Agreement to be duly executed and attested, as of the date first
written above.
ATTEST: KOLLMORGEN CORPORATION
_____________________________ By: s/s__________________________
Name: Name: Xxxxx X. Xxxx
Title: Title: Vice President, General
Counsel and Secretary
ATTEST: BANKBOSTON, N.A., as Rights Agent
_____________________________ By: s/s__________________________
Name: Name: Xxxxx Xxxxxx-Xxxx
Title: Title: Administrative Manager
