1
EXHIBIT 99.(c)(11)
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made and
entered into as of August 27, 1998, by and between Xxxx Electronics Corp., a
Delaware corporation (the "Company"), and Xxxxxx Trust and Savings Bank (the
"Rights Agent"), at the Company's direction.
RECITALS
WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement dated December 22, 1997 (the "Rights Agreement");
WHEREAS, the Company has resolved and desires to amend certain
provisions of the Rights Agreement;
WHEREAS, Section 26 of the Rights Agreement provides that under
circumstances the Company may, in its sole and absolute discretion, supplement
or amend the Rights Agreement; and
WHEREAS, the Company has determined that it may amend the Rights
Agreement as set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein and in the Rights Agreement, the parties hereto
agree as follows:
ARTICLE I
AMENDMENT OF RIGHTS AGREEMENT
Section 1.1 Definition of Exempt Person. Section 1(k) of the Rights
Agreement is hereby amended to add the following sentence at the end of Section
1(k):
"Notwithstanding anything to the contrary contained in this
Agreement, the term "Exempt Person" shall additionally include
Framatome Connectors International S.A., a corporation organized
under the laws of the Republic of France ("FCI"), or
2
any of its Affiliates or Associates in respect of all shares of
Voting Stock that FCI and its Affiliates or Associates
Beneficially Own as a result of the execution of, or consummation
of the transactions contemplated by, (i) that certain Agreement
and Plan of Merger, dated August 27, 1998 (the "Merger
Agreement"), among the Company, FCI and Bravo Acquisition Co., a
Delaware corporation and indirect subsidiary of FCI ("Bravo"), as
the same may be amended, supplemented or otherwise modified from
time to time and (ii) that certain Stockholders Agreement, dated
August 27, 1998 (the "Stockholders Agreement"), among Bravo and
certain stockholders of the Company, as the same may be amended,
supplemented or otherwise modified from time to time."
Section 1.2 Adjustment of Exercise Price or Number of Shares. Section
11 of the Rights Agreement is hereby amended to add the following paragraph at
the end of Section 11:
"(h) Notwithstanding the foregoing, the adjustments to the
Exercise Price and the number of shares of Preferred Stock which
may be purchased upon exercise of a Right shall not be applicable
to the transactions contemplated by the Merger Agreement, the
Stockholders Agreement or any financing or any issuance of
securities by FCI, the Company or any direct or indirect
subsidiary of any of the foregoing in connection with the
transactions contemplated by the Merger Agreement."
ARTICLE II
MISCELLANEOUS
Section 2.1 Defined Terms. All capitalized terms used and not defined
herein shall have the meanings ascribed to such terms in the Rights Agreement
as hereby amended.
Section 2.2 Reference to and Effect on the Rights Agreement.
(a) On and after the date hereof, each reference in the
Rights Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like
2
3
import referring to the Rights Agreement shall mean and be a reference
to the Rights Agreement as hereby amended.
(b) Except as specifically amended by this Amendment,
the Rights Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
Section 2.3 Successors. All of the covenants and provisions of this
Amendment by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.
Section 2.4 Delaware Contract. 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 and enforced in accordance with the laws of
such state applicable to contracts to be made and performed entirely within
such state.
Section 2.5 Counterparts. This Amendment may be executed in any
number of 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.
Section 2.6 Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
Section 2.7 Severability. If any term, provision, covenant or
restriction of this Amendment 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 shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Section 2.8 Entire Agreement. This Amendment, together with the
unaltered portions of the Rights Agreement, embodies the entire agreement and
understanding of the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
3
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.
XXXX ELECTRONICS CORP.
By: /s/ XXXXX X. XXXXXXX
----------------------------------
Name: Xxxxx X. Xxxxxxx
--------------------------------
Title: Senior Vice President
-------------------------------
XXXXXX TRUST AND SAVINGS BANK, AS
RIGHTS AGENT
By: /s/ XXX X. XXXXXX
----------------------------------
Name: Xxx X. Xxxxxx
--------------------------------
Title: Vice President
-------------------------------
4
