EXHIBIT 2.3
AMENDMENT TO AGREEMENT
THIS AMENDMENT (the "Amendment") dated as of March 23, 1998, is by and
between Xxxxx International Inc., a Delaware corporation (the "Company") and
Xxxxxx Trust Company of New York, as Rights Agents (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent entered into an Agreement
dated as of October 14, 1997, (the "Agreement");
WHEREAS, the Company by action of its Board of Directors has decided to
amend the definition of "Acquiring Person" in the Agreement as set forth more
fully below and in accordance with the terms of the Agreement has so directed
the Rights Agent.
AGREEMENT
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Unless otherwise defined herein, terms used herein are as defined in
the Agreement.
2. The Agreement is hereby amended by inserting the following provision
at the end of the definition of "Acquisition Person" in Section 1:
Notwithstanding the foregoing, Cognizant Corporation and any
of its direct or indirect wholly-owned subsidiaries shall not
be deemed to be an Acquiring Person if any one or more of such
companies become a Beneficial Owner of 15 percent or more of
the Common Shares of the Company pursuant to either the Merger
Agreement of even date herewith among Cognizant Corporation,
WAC Inc. and the Company or the Stock Option Agreement of even
date herewith between Cognizant Corporation and the Company.
3. From and after March 23, 1998, all references in the Agreement shall
be deemed to be references to the Agreement as amended hereby.
4. Except as modified or supplemented in connection herewith, the
Agreement shall continue in full force and effect.
17
5. This Amendment may be executed in any manner of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment is executed as of the date first set
forth above.
XXXXX INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
XXXXXX TRUST COMPANY OF NEW YORK,
AS RIGHTS AGENT
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
18
