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EXHIBIT 99.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
This FIRST AMENDMENT to that certain Rights Agreement (the "Rights
Agreement"), dated May 16, 1997 between EIS International, Inc. (the "Company")
and BankBoston, N.A., as Rights Agent (the "Rights Agent") is made as of
December 17, 1999. Terms not defined herein shall have the meanings ascribed to
them in the Rights Agreement.
WHEREAS, the Board of Directors of the Company (the "Board") at a meeting
duly called and held on December 16, 1999, approved an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of December 17, 1999, by and among SER
Systeme AG (the "Parent"), SERSys Acquisition Corporation (the "Sub") and the
Company and the transactions contemplated therein, including the Offer and the
Merger (as such terms are defined in the Merger Agreement); and
WHEREAS, at such meeting on December 16, 1999, the Board resolved that
the officers of the Company may take any other appropriate action to render the
Rights Agreement inapplicable to the Merger Agreement and the transactions
contemplated thereby, including the Offer and Merger, and authorized any officer
of the Company to notify the Rights Agent of such amendment and to take such
other actions as may be necessary (including amending the Rights Agreement or
redeeming the Rights) to assure that no "Stock Acquisition Date" or "Section
11(a)(ii) Trigger Date," as defined in the Rights Agreement, shall occur as a
result of the Merger Agreement, the Offer or the Merger; and
WHEREAS, Section 27 of the Rights Agreement provides that the Company
may, in its sole discretion, and the Rights Agent shall, if the Company so
directs, amend any provision of the Rights Agreement without the approval of the
holders of the Rights, subject to certain limitations described in such Section
which are not applicable to this First Amendment; and
WHEREAS, Section 27 provides that the Rights Agent shall execute an
amendment to the Rights Agreement upon its receipt of a certificate from an
appropriate officer of the Company that the amendment complies with the terms of
Section 27.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth and set forth in the Rights Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
expressly acknowledged, the parties hereby agree that the Rights Agreement shall
be amended as follows:
1. Stock Acquisition Date. A "Stock Acquisition Date" shall not occur
as a result of Parent's or Sub's acquisition of shares of the Company's Common
Stock in the Offer or the Merger, pursuant to the terms of the Merger Agreement.
2. Section 11(a)(ii) Trigger Date. In no event shall the Parent's or
Sub's acquisition of the Company's Common Stock in the Offer or the Merger,
pursuant to the terms of the Merger Agreement, be deemed to constitute a
"Section 11(a)(ii) Trigger Date" as such term is used in the Rights Agreement.
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The undersigned officer of the Company certifies that this First
Amendment complies with the terms of Section 27 of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed as of the 17th of December, 1999.
EIS INTERNATIONAL, INC.
By:
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Name: Xxxxx X. XxXxxxx
Title: President and Chief Executive Officer
BANKBOSTON, N.A.
By:
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Name:
Title:
