EXHIBIT 4
ASSUMPTION OF RIGHTS AGREEMENT
THIS ASSUMPTION OF RIGHTS AGREEMENT, made and entered into and to be
effective as of January 30, 1998, by and between IFR SYSTEMS, INC., Delaware
corporation ("IFR"), and XXXXXX TRUST & SAVINGS BANK (the "Rights Agent").
RECITALS
A. IFR Instruments, Inc., a Delaware corporation formerly named IFR
Systems, Inc. (the "Company"), and the Rights Agent are parties to a Rights
Agreement dated as of February 28, 1989 (the "Rights Agreement").
B. Pursuant to an Agreement and Plan of Merger of IFR Systems, Inc., with
IFR Merger Corporation (the "Merger Agreement") which is also effective as of
January 30, 1998, the Company effected a corporate restructuring pursuant to
Section 251(g) of the Delaware General Corporation Law (the "DGCL") whereby IFR
became a holding company and the Company became a wholly owned subsidiary of
IFR, and all of the stockholders of the Company and holders of Rights under the
Rights Agreement ("Rights") automatically became stockholders of IFR and the
Rights became obligations of IFR rather than the Company.
C. The Merger Agreement provides for IFR to be substituted for the
Company as a party to the Rights Agreement and to assume all of the Company's
obligations under the Rights Agreement and the Board of Directors of IFR has
duly adopted a resolution to such effect.
D. The parties desire to execute a written document evidencing such
assumption.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the
covenants contained herein, the parties agree as follows:
1. ASSUMPTION AND SUBSTITUTION. IFR is hereby substituted for the
Corporation as a party to the Rights Agreement, and IFR hereby irrevocably
assumes and agrees to perform and discharge each and every obligation of the
Company under the Rights Agreement, including, without limitation, all Rights
now in existence under the Rights Agreement.
2. RIGHTS AGREEMENT IN EFFECT. Except for the substitution of parties
effected hereby, the Rights Agreement continues in full force and effect without
modification.
IN WITNESS WHEREOF, the parties have caused this Assumption of Rights
Agreement to be executed and effective as of the 30th day of January, 1998.
______________________________________
Xxxxxx X. Xxxx, III, President
ATTEST:
_______________________________
Xxxxxxx X. Xxxxxx, Secretary
