AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT No. 1 dated as of July 29, 1998 (this
"Amendment"), to the Amended and Restated Rights
Agreement dated as of June 26, 1992 (the "Rights
Agreement"), between ATL Ultrasound, Inc., a Washington
corporation (the "Company"), and First Chicago Trust
Company of New York, as Rights Agent (the "Rights
Agent"). All capitalized terms not otherwise defined
herein shall have the meaning ascribed to such terms in
the Rights Agreement.
WHEREAS Philips Electronics North America Corporation, a Delaware
corporation ("Parent"), Philips Acquisition, Inc., a Washington corporation
and a wholly owned subsidiary of Parent ("Merger Sub") and the Company have
proposed to enter into an Agreement and Plan of Merger to be dated the date
hereof (the "Merger Agreement");
WHEREAS the Company desires to amend the Rights Agreement to
render the Rights inapplicable to the Merger (as defined in the Merger
Agreement), the Offer (as defined in the Merger Agreement) and the other
transactions contemplated by the Merger Agreement;
WHEREAS the Company deems this Amendment to the Rights Agreement
to be necessary and desirable and in the best interests of the holders of
the Rights and has duly approved this Amendment; and
WHEREAS Section 26 of the Rights Agreement permits the Company at
any time before the Distribution Date to amend the Rights Agreement in the
manner provided herein and provides that this Amendment shall become
effective immediately upon execution by the Company whether or not also
executed by the Rights Agent.
NOW, THEREFORE, the Company amends the Rights Agreement as
follows:
1. Section 1 of the Rights Agreement is hereby amended by adding
the following new paragraph as the last paragraph of Section 1:
"Notwithstanding anything in this Agreement to the contrary, none
of Philips Electronics North America Corporation, a Delaware
corporation ("Parent") or Philips Acquisition, Inc., a Washington
corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
any of their respective Affiliates or Associates or any of their
respective permitted assignees or transferees
shall become an Acquiring Person, no Distribution Date shall occur, no
Rights shall separate from the sharesof Common Stock or otherwise
become exercisable and no adjustment shall be made pursuant to Section
12, in each case, solely by reason of (i) the commencement of the
Offer (as defined in the Agreement and Plan of Merger dated as of July
29, 1998 (the "Merger Agreement") among Parent, Merger Sub and the
Company), (ii) the approval, execution or delivery of the Merger
Agreement, (iii) the consummation of the Merger (as defined in the
Merger Agreement) or (iv) the consummation of the other transactions
contemplated by the Merger Agreement."
2. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment, but shall remain in full force and
effect as amended hereby.
IN WITNESS WHEREOF, the Company has executed this Amendment as of
the date and year first above written.
ATL Ultrasound, Inc.,
by
/s/ Xxxxxx X. Fill
Name: Xxxxxx X. Fill
Title: Chairman and Chief
Executive Officer
