EXHIBIT 3
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of January 26, 1999 (the "Amendment"), to
Rights Agreement dated as of November 8, 1996 (the "Rights Agreement"), by and
between SALIENT 3 COMMUNICATIONS, INC. (formerly Xxxxxxx Associates, Inc.), a
Delaware corporation (the "Company") and XXXXXX TRUST AND SAVINGS BANK (the
"Rights Agent") (All capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Rights Agreement).
WHEREAS, on January 26, 1999, the Board of Directors, including a
majority of the Independent Directors of the Company, in accordance with Section
26 of the Rights Agreement, determined it to be desirable and in the best
interests of the Company and its stockholders to supplement and amend certain
provisions of the Rights Agreement; 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.
In consideration of the foregoing and the mutual agreements set forth
herein, the parties hereto agree as follows:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
SECTION 1. Amendment to Section 1. The Rights Agreement is hereby
amended by deleting Section 1(l) thereof in its entirety.
SECTION 2. Amendment to Section 3(d) of the Rights Agreement. The form
of legend contained in Section 3(d) of the Rights Agreement is hereby amended by
inserting the words "as amended from time to time thereafter," immediately
before "the 'Rights Agreement')".
SECTION 3. Amendments to Rights Agreement Generally. The Rights
Agreement is hereby amended by replacing the words "a majority of the
Independent Directors," "the majority of the Independent Directors" and
"Independent Directors," each time they appear therein, with the words "the
Board of Directors."
SECTION 4. Amendment to Right Certificates. The legend contained in the
Form of Series A Right Certificate set forth in Exhibit A attached to the Rights
Agreement and the Form of Series B Right Certificate set forth in Exhibit B
attached to the Rights Agreement is hereby amended in accordance with Section 2
of this Amendment.
SECTION 5. Amendment to Summary of Rights. The form of Summary of
Rights set forth in Exhibit C attached to the Rights Agreement is hereby amended
by replacing the words "a
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majority of the Independent Directors" and "such majority of the Independent
Directors," each time they appear therein, with the words "the Board of
Directors."
SECTION 6. Rights Agreement as Amended. The terms "Agreement" and
"Rights Agreement" as used in the Rights Agreement shall be deemed to refer to
the Rights Agreement as amended hereby. This Amendment shall be effective as of
the date hereof and, except as set forth herein, the Rights Agreement shall
remain in full force and effect and be otherwise unaffected hereby. Where
provisions of the Rights Agreement are deleted in their entirety, without
amendment, restatement or replacement as a result of this Amendment, the words
"INTENTIONALLY OMITTED" shall be inserted in their place.
SECTION 7. Benefits of this Amendment. Nothing in this Amendment shall
be construed to give to any Person other than the Company, the Rights Agent and
the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of shares of Company Common Stock) any
legal or equitable right, remedy or claim under this Amendment; but this
Amendment shall be for the sole and exclusive benefit of the Company, the Rights
Agent and the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of shares of Company Common Stock).
SECTION 8. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts executed in and to be performed entirely in such state.
SECTION 9. Counterparts. This Amendment may be executed (including by
facsimile) in one or more counterparts and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original, but all of which taken together shall constitute one and the same
instrument.
SECTION 10. Descriptive Headings. The headings contained in this
Amendment are for descriptive purposes only and shall not affect in any way the
meaning or interpretation of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date first above written.
ATTEST: SALIENT 3 COMMUNICATIONS, INC.
(formerly Xxxxxxx Associates, Inc.)
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
------------------------- -------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary Title: Sr. V.P., Secretary &
General Counsel
ATTEST: XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxx X. Xxxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxx
------------------------- -------------------------
Name: Xxxx X. Xxxxxxxxxxxx Name: Xxxxxxx X. Xxxx
Title: Administrative Assistant Title: Vice President
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