Exhibit 4.2.2
PORTA SYSTEMS CORP. RIGHTS AGREEMENT - AMENDMENT XX. 0
Xxxxxxxxx Xx. 0, dates as of December 24, 1997 (the "Amendment") to the
Rights Agreement, dated as of March 22, 1989, between Porta Systems Corp., a
Delaware corporation (the "Company") and The Chase Manhattan Bank, a New York
banking corporation (formerly known as Chemical Bank, as successor by merger to
Manufacturers Hanover Trust Company), as rights agent (the "Rights Agent"), as
amended by Amendment No. 1, dated as of July 26, 1993, which agreement, as so
amended, is referred to as the "Rights Agreement."
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 26 of the Rights Agreement;
NOW THEREFORE, in consideration of the promises and mutual agreements set
forth in the Rights Agreement and this Amendment, the parties hereby agree as
follows:
1. The definition of "Acquiring Person" contained in Section 1(a) of the Rights
Agreement is hereby amended by deleting the term "20%" appearing in the third
line thereof and inserting in lieu thereof the term "22.5%."
2. Section 3(a) of the Rights Agreement is hereby amended by deleting the term
"20%" appearing in the fifteenth line thereof and inserting in lieu thereof the
term "22.5%."
3. Section 11(a) (ii) of the Rights Agreement is hereby amended by deleting the
term "20%" in the ninth and tenth lines thereof and inserting in lieu thereof
the term "22.5%."
4. The term "Agreement" as used in the Rights Agreement shall be deemed to refer
to the Rights Agreement, as amended hereby.
5. This Amendment shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts made and to be
performed entirely within such state.
6. This Amendment shall be effective as of the date hereof and, expect as set
forth herein, the Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.
7. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and the year first above written.
PORTA SYSTEMS CORP.
By:____________________________________
Name:
Title:
Attest:
By:______________________________
Name:
Title
THE CHASE MANHATTAN BANK
By:________________________________
Name:
Title:
Attest:
By:______________________________
Name:
Title:
