Exhibit I
[XXXXXXX XXXXXXXXXX LETTERHEAD]
September 4, 1998
BY HAND DELIVERY
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Xxxx X. XxXxxxxxxx, Esquire
Dechert, Price & Xxxxxx
4000 Bell Atlantic Tower
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Re: AlliedSignal Corporation v. AMP Incorporated
AMP Incorporated v. AlliedSignal Corporation and
PMA Acquisition Corporation
Dear Xxxx:
This letter sets forth the agreement between AlliedSignal
Corporation ("AlliedSignal") and AMP Incorporated ("AMP"), in connection
with the above-entitled actions, as follows:
1. AMP agrees that it will give at least six calendar days'
notice to AlliedSignal prior to making effective any of the following
actions: a) other than in an aggregate amount not exceeding five percent
(5%) of AMP's outstanding voting securities, issuing or selling any AMP
voting securities; b) amending AMP's By-Laws; or c) further amending AMP's
rights agreement, dated as of October 28, 1989, last amended on August 20,
1998.
2. AlliedSignal agrees that it will give at least six calendar
days' notice to AMP prior to making effective any amendments, changes or
additions (including by adding new proposals) to the proposals identified
for action by written consent set forth in its Consent Solicitation
Statement filed on August 12, 1998 with the Securities and Exchange
Commission ("SEC") (the "Consent Solicitation").
3. Nothing herein shall prevent either party from making, and
filing with the SEC, a public announcement at any time of the intended
action for which notice is given in paragraphs 1 or 2 above.
4. The notice requirements in paragraphs 1 and 2 above shall mean
that the party which is required to give notice of an intended action shall
be prohibited from making that action effective until on or after the
Effective Date, which shall be defined as the sixth calendar day which
follows the Notice Date, as defined in paragraph 5 below.
5. For purposes of this agreement, to comply with this agreement,
the required notice must reasonably describe the action planned to be made
effective on or after the Effective Date. The Notice Date is the date that
notice is given if given in the manner described below, so long as the
notice is given and receipt is confirmed prior to 5:00 p.m. EDT on a
business day. If notice is given but not confirmed as received until after
5:00 p.m. EDT on a business day or is given on a non-business day, then the
Notice Date is the next business day thereafter. Notice shall be given by
a) sending (with confirmation of receipt) the notice by facsimile to the
facsimile number of the Representative of the recipient party identified
below, or b) hand delivering the notice to the office of the Representative
of the recipient party designated below. For purposes of this agreement, a
"business day" is any day other than Saturday, Sunday or a legal holiday,
as defined in Fed. R. Civ. P. Rule 6(a). The Representatives of the parties
for purposes of receiving notice pursuant to this agreement are: For
AlliedSignal: Xxxxxx Xxxxxxxxx, Xx. of Xxxxx, Xxxxx, Xxxxxx, Xxxxxxx &
Xxxxxxxx, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (fax:
000-000-0000); and for AMP: Xxxxx Xxxxx Xxxxxx of Skadden, Arps, Slate,
Xxxxxxx & Xxxx, LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (fax:
000-000-0000).
6. This agreement shall terminate on October 9, 1998. If prior to
October 9, 1998, the Consent Solicitation and the Offer are terminated,
this agreement shall then terminate.
7. The parties agree that either party shall be entitled to move
for a restraining order or injunction to remedy any material breach of this
agreement in either of the above-entitled actions.
8. AlliedSignal agrees not to contest the Consent Solicitation
record date of October 15, 1998.
9. By entering into this agreement, AlliedSignal does not
acknowledge that the record date of October 15, 1998 is a proper Consent
Solicitation record date or represents a reasonable exercise of the
authority of the AMP board of directors in establishing a record date; and
AlliedSignal expressly waives no rights to contest any change, postponement
or other action with respect to the Consent Solicitation record date. By
entering into this agreement, AMP does not acknowledge the validity of
AlliedSignal's position; and AMP waives no rights, claims or defenses it
may have with respect to matters relating to the Offer or the Consent
Solicitation.
If this letter correctly sets forth our agreement, please sign
and date the duplicate copy of this letter and return it to me. We agree
that either copy of this letter, so long as signed on behalf of the party
against whom enforcement may be sought, shall be deemed an original hereof
for all purposes, and each of the parties intends to be legally bound
hereby. We further agree that this agreement shall be interpreted in all
respects in accordance with the internal law of the Commonwealth of
Pennsylvania, without regard to choice of law principles applied in the
Commonwealth of Pennsylvania. No amendment of this agreement shall be
effective unless made in writing, executed on behalf of both parties.
Sincerely,
/s/ Xxxx X. Xxxxxxx, Xx.
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Xxxx X. Xxxxxxx, Xx.
On behalf of AMP Incorporated
