EXHIBIT 4.7
FIRST AMENDMENT TO RIGHTS AGREEMENT
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THIS FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of May ___, 1996,
by and between UNC Incorporated, a Delaware corporation (the "Company"), and
Chemical Bank, as successor to Manufacturers Hanover Trust Company (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of September 25, 1987 (the "Rights Agreement"), setting
forth the terms of the Rights (as defined in the Rights Agreement);
WHEREAS, by filing the Certificate of the Designation, Powers,
Preferences and Rights of the Series B Cumulative Convertible Preferred Stock
with the Secretary of State of the State of Delaware on October 24, 1995, the
Company created a new series of preferred stock designated as Series B Senior
Cumulative Convertible Preferred Stock, par value $1.00 per share ("Series B
Preferred Shares"), shares of which may be converted into the Company's Common
Shares (as defined in the Rights Agreement);
WHEREAS, the Company entered into a Stock Purchase Agreement, dated as
of October 4, 1995, between the Company and the Purchasers set forth therein,
whereby the Company and the Purchasers granted options to the other with regard
to the Series B Preferred Shares;
WHEREAS, the Board of Directors of the Company has determined it is
appropriate that, consistent with the terms of the Rights Agreement, the
Purchasers not be considered "Acquiring Persons" under the Rights Agreement with
respect to their acquisition of the Series B Preferred Shares or the Common
Shares issuable upon conversion of the Series B Preferred Shares;
WHEREAS, the Company intends that each holder of shares of Series B
Preferred Shares have Rights equivalent to the Rights such holder would have as
the holder of the number of the Company's Common Shares issuable upon conversion
of the Series B Preferred Shares owned by that holder;
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; and
WHEREAS, all acts and things necessary to make this First Amendment
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 agreements
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:
1. The Rights Agreement is hereby amended by inserting the following
after the phrase "(as such terms are hereinafter defined)" in the 13th line of
the recital paragraph:
and, in accordance with paragraph (d) of Section 3 hereof, the
issuance of a number of Rights with respect to each share of the
Company's Series B Senior Cumulative Convertible Preferred Stock, par
value $1.00 per share ("Series B Preferred Shares"), that shall become
outstanding between the Record Date and the earliest of the
Distribution Date, the Redemption Date and the Final Expiration Date
which number shall be equal to the number of shares of the Company's
Common Stock into which such share of the Series B Preferred Shares is
convertible.
2. The Rights Agreement is hereby amended by inserting the following
sentence at the end of Section 1(a) of the Rights Agreement:
The term "Acquiring Person" shall not mean or include any of the
Persons who are parties as signatories to a Stock Purchase Agreement,
dated as of October 4, 1995, by and among the Company and such
signatories, or who are "Permitted Transferees" (as that term is
defined in Section 10.1 of that Stock Purchase Agreement), solely by
reason of the purchase by such Persons of Series B Preferred Shares or
Common Shares issuable upon conversion of Series B Preferred Shares;
provided, however, that such exclusion from the definition of
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"Acquiring Person" shall not be given effect if any such Person
breaches the terms of Section 10.1 of that Stock Purchase Agreement.
3. The Rights Agreement is hereby amended by inserting a new
paragraph (d) at the end of Section 3 as follows:
(d) Each holder of shares of Series B Preferred Shares shall have
under this Agreement all of the rights, and shall be subject under
this Agreement to all of the restrictions, of a holder of that number
of Common Shares into which that holder's Series B Preferred Shares
are from time to time convertible and the Rights in respect of the
Series B Preferred Shares shall be evidenced and transferred as though
the certificates evidencing those Series B Preferred Shares were
Common Share certificates. Certificates for Series B Preferred Shares
which become outstanding prior to the earliest of the Distribution
Date, the Redemption Date or the Final Expiration Date shall have
impressed on, printed on, written on or otherwise affixed to them the
same legend as is set forth in the preceding paragraph (c).
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4. The term "Agreement" as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended hereby.
5. This First Amendment to 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 in
the same instrument. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in the Rights
Agreement.
6. In all respects not inconsistent with the terms and provisions of this
First Amendment to Rights Agreement, the Rights Agreement is hereby ratified and
confirmed. In executing and delivering this First Amendment to 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.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
Agreement to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the date first written above.
ATTEST: UNC INCORPORATED
______________________________ By:___________________________(SEAL)
Name: Name:
Title: Title:
ATTEST: CHEMICAL BANK
______________________________ By:___________________________(SEAL)
Name: Name:
Title: Title:
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