EXHIBIT 3
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 (this "Amendment") dated as of July 31, 2001 between
Scient Corporation, a Delaware corporation (the "Company"), and U.S. Stock
Transfer Corporation, as rights agent (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of July 18, 2000 (the "Rights Agreement"; terms defined in
the Rights Agreement and not otherwise defined herein being used herein as
therein defined);
WHEREAS, the Board of Directors of the Company has determined that in
connection with the Merger Agreement (as defined below) and the transactions
contemplated thereby, it is desirable to amend the Rights Agreement as set
forth herein;
NOW, THEREFORE, the parties agree as follows:
1. The following Section shall be inserted following Section 34: "Section
35. Proposed Merger. Notwithstanding anything in this Agreement to the
contrary, (i) no Distribution Date, Stock Acquisition Date or Flip-In Event
shall be deemed to have occurred, (ii) neither iXL Enterprises, Inc., a
Delaware corporation ("iXL"), nor any of its Subsidiaries or Affiliates shall
be deemed to have become an Acquiring Person and (iii) no holder of Rights
shall be entitled to any rights or benefits pursuant to Section 7, 11, or 13 or
any other provision of this Agreement, in each case by reason of (w) the
approval, execution, delivery and performance of the Agreement and Plan of
Merger (the "Merger Agreement") dated July 31, 2001 among the Company, iXL,
India-Sierra Holdings, Inc., a Delaware corporation, India Merger Sub, Inc., a
Delaware corporation, and Sierra Merger Sub, Inc., a Delaware corporation, (x)
the approval, execution, delivery and performance of the Scient Voting
Agreement (the "Voting Agreement") dated July 31, 2001 among iXL and the
stockholders of the Company listed on the signature pages thereto, (y) the
approval of the Merger Agreement by the stockholders of the Company or (z) the
consummation of the Mergers (as such term is defined in the Merger Agreement)
or any of the other transactions contemplated by the Merger Agreement or the
Voting Agreement."
2. Immediately prior to the Effective Time (as defined in the Merger
Agreement) (i) the Rights Agreement shall be terminated and be without any
further force or effect, (ii) none of the parties to the Rights Agreement will
have any rights, obligations or liabilities thereunder, and (iii) the holders
of the Rights shall not be entitled to any benefits, rights or other interests
under the Rights
Agreement, including without limitation, the right to purchase
or otherwise acquire shares of the Preferred Stock or any other securities of
the Company.
3. This Amendment shall be deemed effective as of the date first set forth
above. Except as amended hereby, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
4. 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 to be made
and performed entirely within such State.
5. 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.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
SCIENT CORPORATION
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Corporate Secretary and
Controller
U.S. STOCK TRANSFER CORPORATION
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Senior Vice President
