EXHIBIT 6
FIRST AMENDMENT
TO
RIGHTS AGREEMENT
BY AND BETWEEN
TRACOR, INC.
AND
XXXXXX TRUST AND SAVINGS BANK
AS
RIGHTS AGENT
This First Amendment (the "First Amendment"), dated as of April 24, 1998,
evidences the amendment of that certain Rights Agreement (herein so called) by
and between Tracor, Inc. (the "Company") and Xxxxxx Trust and Savings Bank as
Rights Agent, dated as of February 17, 1997.
RECITALS
WHEREAS, Section 27 of the Rights Agreement provides that the Board of
Directors of the Company (the "Board") may, from time to time, supplement or
amend the Rights Agreement in such manner as the Board deems necessary or
desirable; and
WHEREAS, the Company, GEC Incorporated, a Delaware corporation ("Parent"),
and GEC Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
of Parent ("Purchaser"), have entered into that certain Agreement and Plan of
Merger (as it may be amended from time to time, the "Agreement and Plan of
Merger"), dated as of April 21, 1998, pursuant to which Purchaser will be merged
with and into the Company and thereby the Company would become a wholly owned
subsidiary of Parent; and
WHEREAS, Parent and Purchaser, on the one hand, and each member of the
Board and certain members of management on the other hand ("Certain
Stockholders"), have entered into an agreement (the "Stockholder Agreement"),
dated as of April 21, 1998, pursuant to which Certain Stockholders have agreed
to take specified actions in furtherance of the transactions contemplated by th
Agreement; and
WHEREAS, the Board has unanimously approved this First Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. Section 1(i) of the Rights Agreement is hereby amended to modify the
definition of "Exempt Person" by substituting the definition with the following
language:
"Exempt Person" shall mean (i) the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan or employee stock plan of the
Company, or any trust or other entity organized, appointed, established or
holding Common Stock for or pursuant to the terms of any such plan, or (iv)
Parent, Purchaser and their respective Affiliates and Associates; provided,
however, Parent, Purchaser and their respective Affiliates and Associates
shall not be treated as an Exempt Person with respect to and to the extent
of any acquisition of Common Shares, or in the event of any commencement of
a tender offer or public disclosure of an intent to commence a tender offer
that, in each case, is not contemplated or permitted by the Agreement and
Plan of Merger or the Stockholder Agreement, and shall instead in such
circumstances be treated as a "Person" under this Agreement.
2. Section 1 of the Rights Agreement shall be further revised by adding
the following additional definitions thereto:
"AGREEMENT AND PLAN OF MERGER" shall mean that certain Agreement and Plan
of Merger, dated as of April 21, 1998, by and among Parent, Purchaser and
the Company.
"PARENT" shall mean GEC Incorporated, a Delaware corporation.
"PURCHASER" shall mean GEC Acquisition Corp., a Delaware corporation.
"STOCKHOLDER AGREEMENT" shall mean that certain Stockholder Agreement,
dated as of April 21, 1998, by and among Parent, Purchaser, each member of
the Board of Directors of the Company and certain members of the Company's
management named therein.
3. This First Amendment shall be deemed to be a contract made under the
laws of the State of Texas and for all purposes shall be governed by and
construed in accordance with the laws of the State of Texas applicable to
contracts to be made and performed entirely within the State of Texas.
4. This First 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.
5. Except to the extent expressly amended by the First Amendment, the
Rights Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and attested, all as of the day and year first above written.
TRACOR, INC.
Attest:
/s/ Xxxxx Xxxxxxxx /s/ Xxxxx X. Xxxxxx
By: _________________________________ By: _________________________________
Asst. Corp. Secretary President
Title: ______________________________ Title: ______________________________
XXXXXX TRUST AND SAVINGS BANK, as
Rights Agent
Attest:
/s/ Xxxxxxxx Rodgerwald /s/ Xxx X. Xxxxxxxxx
By: _________________________________ By: _________________________________
Assistant Vice President Vice President
Title: ______________________________ Title: ______________________________
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