EXHIBIT 2
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of October 7, 1996, to the Rights Agreement
between Cheyenne Software, Inc., a Delaware corporation (the "Company"), and
Continental Stock Transfer & Trust Company (the "Rights Agent"), dated as of
April 15, 1996 (the "Rights Agreement").
WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement;
WHEREAS, Computer Associates International, Inc. ("CA"), a wholly
owned subsidiary of CA ("Sub"), and the Company have entered into an Agreement
and Plan of Merger (the "Merger Agreement") pursuant to which Sub will make an
offer to purchase all of the issued and outstanding shares of common stock of
the Company and, following consummation of the Offer, Sub will merge with and
into the Company (the "Merger"); and the Board of Directors of the Company has
approved the Merger Agreement, the Offer and the Merger;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company has determined that an amendment to the Rights Agreement as set forth
herein is necessary and desirable to reflect the foregoing and the Company and
the Rights Agent desire to evidence such amendment in writing; and
WHEREAS, all acts and things necessary to make this Amendment a
valid agreement, enforceable according to its terms have been done and
performed, and the execution and delivery of this Amendment by the Company and
the Rights Agent have been in all respects duly authorized by the Company and
the Rights Agent.
ACCORDINGLY, in consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by
inserting the following sentence at the end of the definition of "Acquiring
Person":
"Furthermore, notwithstanding anything in this Rights Agreement to the
contrary, neither Computer Associates International, Inc. ("CA"), nor
any of its wholly-owned, direct or indirect subsidiaries or any
associate or affiliate thereof, shall be deemed to be an Acquiring
Person solely as a result of (i) the announcement or making of the Offer
(as defined in the Merger Agreement), (ii) the acquisition of Common
Shares pursuant to the Offer and the Merger (as defined in the Merger
Agreement), (iii) the execution of the Agreement and Plan of Merger
dated October 7, 1996 among CA, Sub (as defined in the Merger Agreement)
and the Company, as amended from time to time (the "Merger Agreement")
or (iv) the consummation of the other transactions contemplated in the
Merger Agreement."
2. Section 1(g) of the Rights Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as the
result of (i) the announcement or making of the Offer, (ii) the
acquisition of Common Shares pursuant to the Offer and the Merger, (iii)
the execution of the Merger Agreement or (iv) the other transactions
contemplated in the Merger Agreement."
3. Section 13 of the Rights Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, (i)
the announcement or making of the Offer, (ii) the acquisition of Common
Shares pursuant to the Offer and the Merger, (iii) the execution of the
Merger Agreement or (iv) the consummation of the other transactions
contemplated in the Merger Agreement shall not cause the Rights to be
adjusted or exercisable in accordance with Section 13."
4. Section 7(a) of the Rights Agreement is hereby modified and
amended to change the reference to "April 15, 2006" to "April 15, 2006, or, if
earlier, immediately prior to the consummation of the Merger, it being agreed
that April 15, 2006 or, if applicable, such earlier date, shall for all purposes
of the Rights Agreement be deemed to be the "Final Expiration Date".
5. This Amendment to the Rights Agreement shall be governed by
and construed in accordance with 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.
6. This Amendment to the Rights Agreement may be executed in one
or more counterparts, each of which shall be an original, but such counterparts
shall together constitute one and the same instrument. Terms not defined herein
shall, unless the context otherwise requires, have the meanings assigned to such
terms in the Rights Agreement.
7. In all respects not inconsistent with the terms and provisions
of this Amendment to the Rights Agreement, the Rights Agreement is hereby
ratified, adopted, approved and confirmed. 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.
8. If any term, provision, covenant or restriction of this
Amendment to the Rights Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment to the Rights
Agreement, and of the Rights Agreement, shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the date and year first above
written.
Attest: CHEYENNE SOFTWARE, INC.
By: /s/ Xxxxxxx Xxxxx By: /s/ XxxXxxx Xxxx
____________________________ ________________________________________
Name: Xxxxxxx Xxxxx Name: XxxXxxx Xxxx
Title: Assistant Secretary Title: Chairman, President and CEO
Attest: CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
____________________________ ________________________________________
Name: Xxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary Title: Vice President
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