EXHIBIT 99.11
CONFORMED COPY
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment, dated as of January 10, 1996 (this "Amendment"), to the
Rights Agreement dated as of January 10, 1996 (the "Rights Agreement") between
Loral Corporation, a New York corporation (the "Company"), and The Bank of New
York, a New York banking corporation, as Rights Agent (the "Rights Agent").
Capitalized terms which are not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in the Rights
Agreement.
W I T N E S S E T H:
WHEREAS, the Company has entered into an Agreement and Plan of Merger
dated as of January 7, 1996 (as may be amended or supplemented from time to
time, the "Merger Agreement") with Lockheed Xxxxxx Corporation, a Maryland
corporation ("Parent"), and LAC Acquisition Corporation, a New York corporation
and a wholly-owned subsidiary of Parent ("Purchaser");
WHEREAS, the Board of Directors of the Company has determined that the
Merger Agreement and the transactions contemplated thereby are in the best
interests of the stockholders of the Company;
WHEREAS, the Merger Agreement requires the Company and the Rights
Agent to enter into this Amendment;
WHEREAS, as provided in Section 26 of the Rights Agreement, the
interests of the holders of Rights thereunder are currently deemed to be
coincident with the interests of the Company's stockholders;
WHEREAS, in order to further clarify the provisions of the Rights
Agreement and the relationship between the Parent, Purchaser and the Company and
to further facilitate the transactions contemplated by the Merger Agreement, the
Company (x) has determined that it is necessary and desirable to amend the
Rights Agreement in the manner provided herein, and (y) shall execute and
deliver to the Rights Agent the officer's certificate with respect to this
Amendment provided for in Section 26 of the Rights Agreement; and
WHEREAS, in connection with such proposed amendment to the Rights
Agreement, the Company and the Rights Agent have agreed to amend the Rights
Agreement in accordance with Section 26 thereof in the manner provided herein.
NOW, THEREFORE, in consideration of the premises and the agreements
herein set forth, the parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby modified and
amended to insert the following sentence at the end of such Section:
"Notwithstanding anything to the contrary contained in this Agreement,
for so long as the Merger Agreement (as defined below) shall remain in
full force and effect, neither the execution, delivery nor performance
of the Agreement and Plan of Merger dated as of January 7, 1996 (as
may be amended or supplemented from time to time, the "Merger
Agreement"), by and among the Company, Lockheed Xxxxxx Corporation, a
Maryland corporation ("Parent"), and LAC Acquisition Corporation, a
New York corporation and a wholly-owned subsidiary of Parent
("Purchaser"), nor the execution, delivery nor performance of the
Distribution Agreement (as defined in the Merger Agreement), nor the
consummation of the transactions contemplated pursuant to (x) the
Merger Agreement (including, without limitation, the publication or
other commencement of the Offer and the consummation of the Offer and
the Merger (such capitalized terms, as defined in the Merger
Agreement)) or (y) the Distribution Agreement (including, without
limitation, the consummation of the Restructuring and the Distribution
(such capitalized terms, as defined in the Distribution Agreement)),
shall cause either the Parent or Purchaser or any of their respective
Affiliates or Associates to become or to be deemed Acquiring Persons."
2. Section 1(r) of the Rights Agreement is hereby modified and
amended to insert the following sentence at the end of such Section:
"Notwithstanding anything to the contrary contained in this Agreement,
for so long as the Merger Agreement shall remain in full force and
effect, the term "Exempted Person" shall include Parent, Purchaser and
each of their respective Affiliates and Associates, and neither the
Parent, Purchaser nor any of their respective Affiliates or Associates
shall be deemed Acquiring Persons."
3. Sections 1(gg), 1(ii) and 1(qq) of the Rights Agreement are each
hereby modified and amended to insert the following sentence at the end of each
such Section:
"Notwithstanding anything to the contrary contained in this Agreement,
for so long as the Merger Agreement shall remain in full force and
effect, neither the execution, delivery nor performance of the Merger
Agreement (as defined in Section 1(a) hereof (as
amended)), nor the execution, delivery nor performance of the
Distribution Agreement (as defined in the Merger Agreement), nor the
consummation of the transactions contemplated pursuant to (x) the
Merger Agreement (including, without limitation, the publication or
other commencement of the Offer and the consummation of the Offer and
the Merger (such capitalized terms, as defined in the Merger
Agreement)) or (y) the Distribution Agreement (including, without
limitation, the consummation of the Restructuring and the Distribution
(such capitalized terms, as defined in the Distribution Agreement)),
shall result in a Section 11(a)(ii) Event, a Section 13 Event or a
Triggering Event. In addition, notwithstanding anything to the
contrary contained in this Agreement, no acquisition of shares of
Common Stock nor of any other securities of the Company (nor the
acquisition of any rights to any of the foregoing) by the Parent,
Purchaser or any of their respective Affiliates or Associates as
contemplated by the terms of the Merger Agreement or the Distribution
Agreement, shall result in a Section 11(a)(ii) Event, a Section 13
Event or a Triggering Event."
4. Section 3(a) of the Rights Agreement is hereby modified and
amended to insert the following sentence at the end of such Section:
"Notwithstanding anything to the contrary contained in this Agreement,
for so long as the Merger Agreement shall remain in full force and
effect, neither the execution, delivery nor performance of the Merger
Agreement (as defined in Section l(a) hereof (as amended)), nor the
execution, delivery nor performance of the Distribution Agreement (as
defined in the Merger Agreement), nor the consummation of the
transactions contemplated pursuant to (x) the Merger Agreement
(including, without limitation, the publication or other commencement
of the Offer and the consummation of the Offer and the Merger (such
capitalized terms, as defined in the Merger Agreement)) or (y) the
Distribution Agreement (including, without limitation, the
consummation of the Restructuring and the Distribution (such
capitalized terms, as defined in the Distribution Agreement)), shall
cause either the occurrence of a Distribution Date or a Stock
Acquisition Date or cause or require the distribution of any Rights
Certificates to the record holders of shares of Common Stock. In
addition, notwithstanding anything to the contrary contained in this
Agreement, no acquisition of shares of Common Stock nor of any other
securities of the Company (nor the acquisition of any rights to any of
the foregoing) by the Parent, Purchaser or any of
their respective Affiliates or Associates as contemplated by the terms
of the Merger Agreement or the Distribution Agreement, shall cause
either the occurrence of a Distribution Date or a Stock Acquisition
Date or cause or require the distribution of any Rights Certificates
to the record holders of shares of Common Stock."
5. This Amendment is irrevocable and shall be deemed to be a
contract made under the laws of the State of New York 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.
6. Parent, Purchaser and their respective Affiliates and Associates
shall be third party beneficiaries of this Amendment.
7. This Amendment may be executed in counterparts, each of which
shall be deemed an original, but such counterparts shall together constitute one
and the same instrument.
8. In executing and delivering this Amendment, the Rights Agent
shall be entitled to all the privileges and immunities afforded to the Rights
Agent under the terms and conditions of the Rights Agreement. This Amendment
shall be effective as of the date first above stated, and for so long as the
Merger Agreement shall remain in full force and effect, and except as set forth
herein, the Rights Agreement, as amended hereby and as heretofore amended, shall
remain in full force and effect and shall be otherwise unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date and year first above written.
By: /s/Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President & General
Counsel
THE BANK OF NEW YORK,
as Rights Agent
By: /s/Xxxxxxx X. Xxxxxx Xx.
------------------------
Name: Xxxxxxx X. Xxxxxx Xx.
Title: Vice President
OFFICER'S CERTIFICATE
Reference is hereby made to the Rights Agreement dated as of January
10, 1996 (the "Rights Agreement") between Loral Corporation, a New York
corporation (the "Company") and The Bank of New York, a New York banking
corporation, as Rights Agent (the "Rights Agent"). The undersigned, in his
capacity as an authorized officer of the Company, hereby certifies to the Rights
Agent that the form of proposed amendment to the Rights Agreement, a copy of
which is attached hereto, is in compliance with the terms of Section 26 of the
Rights Agreement.
LORAL CORPORATION
By: /s/Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President & General
Counsel
