Exhibit 1
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Amendment No. 1 to Common Stock Rights Agreement
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This amendment, dated as of May 5, 1997, amends the Common Stock Rights
Agreement dated as of June 23, 1988 (the "Rights Agreement") between BBN
Corporation (the "Company") and The First National Bank of Boston, as Rights
Agent (the "Rights Agent"). Terms defined in the Rights Agreement and not
otherwise defined herein are used herein as so defined.
W I T N E S S E T H
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WHEREAS, on June 23, 1988, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, one share of the Company's Common Stock; and
WHEREAS, on June 23, 1988, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for every share of
Common Stock of the Company outstanding on the Dividend Record Date and
authorized the issuance of one Right (subject to certain adjustments) for each
share of Common Stock of the Company issued between the Dividend Record Date and
the Distribution Date; and
WHEREAS, on June 23, 1988, the Company and the Rights Agent entered
into the Rights Agreement to set forth the description and terms of the Rights;
and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Continuing
Directors now unanimously desire to amend certain provisions of the Rights
Agreement in order to supplement certain provisions therein;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(a) is amended by adding the following at the end
thereof:
"; and, provided, further, that no Person who or which,
together with all Affiliates of such Person, becomes the
Beneficial Owner of 20% or more of the outstanding shares of
Common Stock of the Company solely as a result of the
transactions relating to and contemplated by the Agreement and
Plan of Merger dated as of May 5, 1997 by and among the
Company, GTE Corporation, and an acquisition subsidiary of GTE
Corporation (the "Merger Agreement") shall be deemed an
Acquiring Person for any purpose of this Agreement."
2. Section 1(k) is amended to read in its entirety as follows:
"(k) The term "Offer Commencement Date" shall mean the date of
the commencement of, or the first public announcement of the
intent of any Person,
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other than (i) the Company, (ii) a Wholly Owned Subsidiary of
the Company, (iii) any employee benefit plan of the Company or
of any Wholly Owned Subsidiary of the Company or any Person
organized, appointed, or established by the Company or a
Wholly Owned Subsidiary pursuant to the terms of any such
plan, or (iv) GTE Corporation or any of its Affiliates acting
pursuant to the terms of the Merger Agreement (including any
statement of such intention appearing in any publicly
available document filed with any governmental authority,
other than documents made publicly available as a result of a
subpoena or other legal process) to commence a tender or
exchange offer if upon consummation thereof the Person and
Affiliates thereof would be the Beneficial Owner of 30% or
more of the then outstanding shares of Common Stock (including
any such date which is after the date of this Agreement and
prior to the issuance of the Rights).
2. Except as expressly herein set forth, the remaining
provisions of the Rights Agreements shall remain in
full force and effect.
IN WITNESS WHEREOF, this Amendment No. 1 has been signed to be
effective as of the close of business on this 5th day of May, 1997 by authorized
representatives of each of the Company and the Rights Agent.
BBN Corporation
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Senior Vice President
The First National Bank of Boston
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
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