Exhibit 4.2
AMENDMENT TO RIGHTS AGREEMENT
This AMENDMENT, dated as of May 6, 1998, is between Echlin
Inc., a Connecticut corporation (the "Company"), and BankBoston, N.A., as
rights agent (the "Rights Agent").
Recitals
A. The Company and the Rights Agent are parties to a Rights
Agreement dated as of June 21, 1989, as amended (the "Rights Agreement").
B. Dana Corporation, a Virginia corporation ("Parent"), Echo
Acquisition Corp., a wholly owned direct subsidiary of Parent ("Merger Sub")
and the Company have entered into an Agreement and Plan of Merger dated as of
May 3, 1998, as it may be amended from time to time (the "Merger Agreement"),
pursuant to which Merger Sub will merge with and into the Company (the
"Merger"). The Board of Directors of the Company has approved the Merger
Agreement and the Merger.
C. Pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable in connection with the
Merger, and the Company and the Rights Agent desire to evidence such amendment
in writing.
Accordingly, the parties agree as follows:
1. AMENDMENT OF SECTION 1(a). Section 1(a) of the Rights
Agreement is hereby amended to replace "20%" with "9.9%" in the fifth line
thereof.
2. EFFECTIVENESS. This Amendment shall be deemed effective as
of the date first written above, as if executed on such date. Except as
amended hereby, the Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.
3. MISCELLANEOUS. This Amendment shall be deemed to be a
contract made under the laws of the State of Connecticut and for all purposes
shall be governed by and construed in accordance with the laws of the State of
Connecticut applicable to contracts to be made and performed entirely within
the State of Connecticut without giving effect to the principles of conflict
of laws thereof. This Amendment may be executed in any number of
counterparts, each of such counterparts shall for all purposes be deemed an
original, and all such counterparts shall together constitute but one and the
same instrument. If any provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction or other authority to be invalid,
illegal 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.
EXECUTED under seal as of the date first set forth above.
Attest: ECHLIN INC.
/s/ X.X. Xxxxx By: /s/ Xxx X. Xxxxxxxxxx
------------------------------------- -----------------------------
Name: X.X. Xxxxx Name: Xxx X. Xxxxxxxxxx
Title: Vice President and Title: Senior Vice President
Assistant Secretary
Attest: RIGHTS AGENT: BANK BOSTON, N.A.
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxxxxxx Xxxxxxxx
------------------------------------- -----------------------------
Name: Xxxxxx X. Xxxx Name: Xxxxxxxxx Xxxxxxxx
Title: Account Manager Title: Administration Manager
