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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is entered
into as of the 1st day of June, 1998 by and between Teltrend Inc., a Delaware
corporation (the "Company"), and LaSalle National Bank, as Rights Agent (the
"Rights Agent").
WHEREAS, the Company and Rights Agent are parties to that certain
Rights Agreement, dated as of January 16, 1997 (the "Agreement"); and
WHEREAS, the Board of Directors of the Company has authorized and
directed that the Rights Agreement be amended as set forth herein.
NOW, THEREFORE, pursuant to Section 27 of the Rights Agreement, and in
consideration of the premises and agreements herein set forth and the Rights
Agents' continuing rights and duties as rights agent for purposes of the Rights
Agreement, the parties hereby agree as follows:
1. Amendment to Section 1(a) of the Rights Agreement. Section 1(a) of
the Rights Agreement is hereby amended by deleting each reference included
therein to "15%" and inserting in lieu of each such reference the term "20%".
2. Amendment to Section 3 of the Rights Agreement. Section 3 of the
Rights Agreement is hereby amended by deleting in clause (a)(ii) thereof the
term "15%" and inserting in lieu thereof the term "20%".
3. No Other Amendments. Unless expressly amended by the terms of this
Amendment, all of the terms and provisions of the Rights Agreement shall remain
in full force and effect.
4. Governing Law. 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. Counterparts. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
TELTREND INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President Finance
LASALLE NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
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