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Exhibit 4.2
Annex A
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AEROQUIP-XXXXXXX, INC.
3000 Xxxxxxx
Xxxxxx, Xxxx 00000-0000
January 30, 0000
Xxxxx Xxxxxxx Xxxxx Xxxxxxx xx Xxx Xxxx
X.X. Xxx 0000, Xxxxx 0000
Xxxxxx Xxxx, Xxx Xxxxxx 00000-0000
Attention: Xxxx X. Xxxx
Re: Amendment No. 1 to the Rights Agreement
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Dear Xx. Xxxx:
Pursuant to Section 27 of the Rights Agreement (the "Rights
Agreement"), dated February 7, 1999, between Aeroquip-Xxxxxxx, Inc. (the
"Company") and First Chicago Trust Company of New York, as rights agent, the
Company, by resolution duly adopted by its Board of Directors, hereby amends the
Rights Agreement as follows:
1. Section 1(j) of the Rights Agreement is hereby amended to
read in its entirety as follows:
(j) "Expiration Date" shall mean the earliest of (i) the Close
of Business on the Final Expiration Date, (ii) the time at
which the Rights are redeemed as provided in Section 23, (iii)
the time at which all exercisable Rights are exchanged as
provided in Section 24, or (iv) immediately prior to the
Effective Time (as defined in the Merger Agreement).
2. Section 1(n) of the Rights Agreement is hereby amended by
adding the following new Section 1(nn) immediately thereafter:
(nn) "MERGER AGREEMENT" means the Agreement and Plan of
Merger, dated as of January 31, 1999, among the Company, Xxxxx
Corporation, an Ohio corporation ("Parent") and Xxxxx
Industries, Inc., an Ohio
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First Chicago Trust Company of New York
January 30, 1999
Page 2
corporation and a wholly-owned subsidiary of Parent
("Merger Sub").
3. Section 1 of the Rights Agreement is hereby amended by
adding the following new paragraph at the end of that Section:
Notwithstanding anything in this Agreement to the
contrary, none of Parent, Merger Sub, any of their respective
Affiliates or Associates or any of their respective permitted
assignees or transferees shall be deemed an Acquiring Person
and none of a Distribution Date, a Share Acquisition Date, or
a Triggering Event shall be deemed to occur or to have
occurred, in each such case, by reason of the approval,
execution or delivery of the Merger Agreement, the
consummation of the Merger (as defined in the Merger
Agreement) or the consummation of the other transactions
contemplated by the Merger Agreement.
4. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment No. 1 to the Rights Agreement, but shall
remain in full force and effect.
5. Capitalized terms used without other definition in this
Amendment No. 1 to the Rights Agreement shall be used as defined in the Rights
Agreement.
6. This Amendment No. 1 to the Rights Agreement shall be
deemed to be a contract made under the laws of the State of Ohio and for all
purposes will 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.
7. This Amendment No. 1 to the Rights Agreement may
be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and
the same instrument.
8. This Amendment No. 1 to the Rights Agreement shall be
effective as of, and immediately prior to, the execution and delivery of the
Merger Agreement, and all references to the Rights Agreement shall, from and
after such time, be deemed to be references to the Rights Agreement as amended
hereby.
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First Chicago Trust Company of New York
January 30, 1999
Page 3
9. Exhibits B and C to the Rights Agreement shall be deemed
amended in a manner consistent with this Amendment No. 1 to the Rights
Agreement.
Very truly yours,
AEROQUIP-XXXXXXX, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President and
General Counsel
Accepted and agreed to as of the
effective time specified above:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By:
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Name:
Title:
