FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment"), dated as of July 19, 1998,
to the Rights Agreement, dated as of February 1, 1996 (the "Rights Agreement"),
by and between General Signal Corporation, a New York corporation (the
"Company"), and First Chicago Trust Company of New York, as Rights Agent (the
"Rights Agent").
RECITALS
A. The Company and the Rights Agent have heretofore executed
and entered into the Rights Agreement.
B. Pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof.
C. The Company proposes to enter into an Agreement and Plan of
Merger, dated as of July 19, 1998 (as it may be further amended or supplemented
from time to time, the "Merger Agreement") among SPX Corporation ("Parent"), SAC
Corp. ("Merger Sub") and the Company, with respect to a business combination of
the Company and Parent (the "Merger").
D. The Merger Agreement contemplates that the Company will
amend the Rights Agreement to the extent necessary to provide that the approval,
execution and delivery of the Merger Agreement and the consummation of the
transactions contemplated thereby will not (i) cause Parent, Merger Sub or any
of their Affiliates and Associates to become an Acquiring Person or (ii) cause
the occurrence of a Shares Acquisition Date or Distribution Date or otherwise
cause such Rights to separate from the underlying Common Stock or give such
holders the right to acquire securities of any party thereto.
E. The Board of Directors has determined that it is in the
best interest of the Company and its shareholders to amend the Rights Agreement
to exempt the Merger and the Merger Agreement, and all of the transactions
contemplated thereby, from the application of the Rights Agreement.
AGREEMENT
NOW, THEREFORE, the Rights Agreement is hereby amended as
follows:
1. Section 1(a) of the Rights Agreement is hereby modified and
amended by adding the following proviso at the end of the first sentence
thereof:
"; provided that neither SPX Corporation, a Delaware
corporation ("SPX"), SAC Corp., a Delaware
corporation and a wholly owned subsidiary of SPX
("SPX Sub"), nor any of their Affiliates or
Associates shall be deemed to be an Acquiring Person
by virtue of the approval, execution or delivery of
the Agreement and Plan of Merger dated as of July 19,
1998, as may be amended from time to time, among SPX,
SPX Sub and the Company (the "SPX Merger Agreement")
or the consummation of the transactions contemplated
thereby.
2. The Rights Agreement is hereby further modified and amended
by adding a new Section 35 to the end thereof to read in its entirety as
follows:
"Section 35. Merger Agreement with SPX Corporation.
Notwithstanding any other provision of this Rights
Agreement, neither the approval, execution or
delivery of the SPX Merger Agreement nor the
consummation of the transactions contemplated thereby
is or shall be deemed to be a Section 11(a)(ii) Event
or Section 13 Event, nor will such performance or
consummation result in the occurrence of a Shares
Acquisition Date, a Distribution Date or any other
separation of the Rights from the underlying Common
Shares, nor entitle or permit the holders of the
Rights to exercise the Rights or otherwise affect the
rights of the holders of Rights, including giving the
holders of the Rights the right to acquire securities
of any party to the Merger Agreement."
3. This Amendment shall be effective as of the date hereof;
provided that if the Merger Agreement is terminated without the Effective Time
(as defined in the Merger Agreement) having occurred, this Amendment shall be
null and void.
4. This Amendment 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.
5. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.
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6. 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, 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.
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IN WITNESS WHEREOF, this Amendment has been duly executed by
the Company and the Rights Agent as of the day and year first written above.
Attest: GENERAL SIGNAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxx
Title:Assistant Secretary Title: Senior Vice President
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxx X. Xxxx Name: Xxxxxx Xxxxxxxxxx
Title:Customer Service Officer Title:Assistant Vice President
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