1
EXHIBIT 99.2
SECOND AMENDMENT TO RIGHTS AGREEMENT
2
SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of September
13, 1998 (the "Amendment"), between CIENA Corporation, a Delaware corporation
(the "Company"), and BankBoston N.A.(the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to the
Rights Agreement dated as of December 29, 1997, as amended by the First
Amendment to Rights Agreement dated June 2, 1998 (the "Agreement");
WHEREAS, the Company has delivered to the Rights Agent an
appropriate certificate pursuant to Section 27 of the Agreement; and
WHEREAS, in accordance with Section 27 of the Agreement, the
Company and the Rights Agent desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:
SECTION 1. AMENDMENTS TO SECTION 1. (a) Section 1(c) of the
Agreement relating to the definitions of "Beneficial Owner" and "beneficially
own" is amended by deleting the following:
"Notwithstanding anything contained in this Agreement to the
contrary, neither Tellabs nor White Oak, nor any of their Affiliates or
Associates, shall be deemed to be the Beneficial Owner of, nor to beneficially
own, any of the Common Stock of the Company solely by virtue of the approval,
execution or delivery of the Merger Agreement, the Stock Option Agreement or the
Stockholder Agreements, the acquisition of Common Stock pursuant to the terms of
the Stock Option Agreement or the consummation of the Merger and the other
transactions contemplated by the Merger Agreement, the Stock Option Agreement
and the Stockholder Agreements."
(b) Section 1 of the Agreement is amended by deleting the
following at the end thereof:
"(dd) The following additional terms have the meanings
indicated: "Merger" shall mean the merger of White Oak with and into the Company
in accordance with the General Corporation Law of the State of Delaware upon the
terms and subject to the conditions set forth in the Merger Agreement. "Merger
Agreement" shall mean the Agreement and Plan of Merger, dated as of June 2,
1998, by and among Tellabs, White Oak and the Company (as such agreement may be
amended from time to time). "Stockholder Agreements" shall mean the Stockholder
Agreements, dated as of June 2, 1998, by and between Tellabs and certain
stockholders of the Company (as such agreements may be amended from time to
time). "Stock Option Agreement" shall mean the Stock Option Agreement, dated as
of June 2, 1998, by and between Tellabs and the Company (as such
-1-
3
agreement may be amended from time to time). "Tellabs" shall mean Tellabs, Inc.,
a Delaware corporation. "White Oak" shall mean White Oak Merger Corp., a
Delaware corporation, and wholly-owned subsidiary of Tellabs."
SECTION 2. EXPIRATION DATE. Section 7(a) of the Agreement is
hereby amended (a) by replacing the comma that appears immediately prior to the
symbol "(iv)" with an ", or"; (b) by deleting the following to the end of the
Section 7(a): ", or (v) the time immediately prior to the Effective Time (as
defined in the Merger Agreement), whereupon the Rights shall expire (the
earliest of (i), (ii), (iii), (iv) and (v) being herein referred to as the
"Expiration Date")." ;and (c) by inserting in place thereof the following
parenthetical "(the earliest of (i), (ii), (iii) and (iv) being herein referred
to as the "Expiration Date")."
SECTION 3. DELETE SECTION 35. Section 35 is hereby deleted in
its entirely.
SECTION 4. 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 5. GOVERNING LAW. 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.
SECTION 6. 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 7. EFFECT OF AMENDMENT. Except as expressly modified
herein, the Agreement shall remain in full force and effect.
-2-
4
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
Attest: CIENA CORPORATION
/s/ G. Xxxx Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
G. Xxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx
Vice President, General President and Chief Executive
Counsel and Secretary Officer
Attest: BANKBOSTON, N.A.
/s/ Xxxxx Xxxxx
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Administrative Manager
-3-
