EXECUTION COPY
AMENDMENT TO
AMENDED AND RESTATED RIGHTS AGREEMENT
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THIS AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT (this "Amendment")
is made as of the 14th day of February 2000, to that certain Amended and
Restated Rights Agreement, originally dated as of December 2, 1985 and most
recently amended and restated as of December 13, 1999 (the "Rights Agreement")
between GRC INTERNATIONAL, INC., a Delaware corporation (the "Company"), and
AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York Trust Company, as Rights
Agent (the "Rights Agent").
WHEREAS, the Company desires to enter into an Agreement and Plan of Merger
(as the same may be amended from time to time, the "Merger Agreement") among the
Company, AT&T CORP., a New York corporation ("Parent"), and LMN CORPORATION, a
Delaware corporation ("Purchaser"), providing for a tender offer and merger
transaction pursuant to which Purchaser will offer to purchase all of the
outstanding shares of common stock, par value $.10 per share, of the Company;
and
WHEREAS, the Board of Directors of the Company has determined that it is in
the best interests of its stockholders for Parent to acquire the Company upon
the terms and subject to the conditions set forth in the Merger Agreement; and
WHEREAS, the Board of Directors of the Company has approved the Merger
Agreement and the merger of Purchaser with and into the Company following the
consummation of the Offer and upon the terms and subject to the conditions set
forth in the Merger Agreement; and
WHEREAS, pursuant to that certain court-approved Stipulation and Agreement
of Settlement, dated December 15, 1999, in Xxxxxxxx v. GRC International, Inc.,
Del. Ch., C.A. No. 17239 and Xxxxxxxx x. Xxxxxx, et al., Del. Ch., C.A. No.
17490, the Company agreed not to amend the Rights Agreement other than to
shorten the duration thereof; and
WHEREAS, pursuant to the terms of the Merger Agreement, the Company has
agreed to amend the Rights Agreement as set forth in this Amendment; and
WHEREAS, the Board of Directors of the Company has approved the terms of
this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
1. Section 1(g) of the Rights Agreement is amended to read in its entirety
as follows:
"(g) 'Merger Agreement' shall mean that certain Agreement and Plan of
Merger dated as of February 14, 2000 (as the same may be amended from time
to time) among the Company, AT&T CORP., a New York corporation, and LMN
CORPORATION, a Delaware corporation; and 'Stockholders Agreement' shall
mean either (i) the Stockholders Agreement dated as of February 14, 2000
(as the same may be amended from time to time) among AT&T CORP., a New York
corporation, LMN CORPORATION, a Delaware corporation, and XXXXXXXX
ASSOCIATES, L.P. or (ii) the Stockholders Agreement dated as of February
14, 2000 (as the same may be amended from time to time) among AT&T CORP., a
New York corporation, LMN CORPORATION, a Delaware corporation, and XXXXXX
XxXXXXXXX."
2. Section 7(a) of the Rights Agreement is hereby amended by deleting
therefrom
"at or prior to the Close of Business on the earlier of (i) August 31, 2000
('Final Expiration Date'), or (ii) the date on which the Rights are
redeemed, as provided in Section 23 (such earlier date being herein
referred to as the 'Expiration Date')."
and substituting therefor
"at or prior to the earlier of (i) (A) the time at which either the Merger
Agreement is executed and delivered by the parties thereto or any
Stockholders Agreement is executed and delivered by the parties thereto or
(B) August 31, 2000 (the earlier of (A) and (B) being herein referred to as
the 'Final Expiration Date'), or (ii) the date on which the Rights are
redeemed, as provided in Section 23 (the earliest such time being herein
referred to as the 'Expiration Date')."
3. The legend contained on the Form of Right Certificate attached as
Exhibit A to the Rights Agreement is hereby amended by deleting therefrom
"AUGUST 31, 2000"
and substituting therefor
"THE FINAL EXPIRATION DATE (AS SUCH TERM IS DEFINED IN THE RIGHTS
AGREEMENT)"
4. The first paragraph of the Form of Right Certificate attached as Exhibit
A to the Rights Agreement is hereby amended by deleting therefrom
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"and prior to 5:00 P.M. (New York City time) on August 31, 2000"
and substituting therefor
"and prior to the Final Expiration Date (as such term is defined in the
Rights Agreement)"
5. This Amendment shall be effective as of February 14, 2000. The Rights
Agreement, as amended by this Amendment, shall remain in full force and effect
in accordance with its terms until the Expiration Date, at which time the Rights
Agreement shall terminate, and, from and after the Expiration Date, no Rights
shall be exercisable.
6. Capitalized terms used but not defined in this Amendment shall have the
respective meanings ascribed thereto in the Rights Agreement.
7. This Amendment shall be governed by the laws of the State of Delaware
and for all purposes shall be construed in accordance with the laws of such
state applicable to contracts to be made and performed entirely within such
state.
8. This Amendment may be executed in any number of counterparts, 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.
9. If any term, provision, covenant or restriction of this Amendment 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 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 herein have caused this Agreement to be
duly executed and attested, all as of the date and year first above written.
GRC INTERNATIONAL, INC.
Attest:
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxx
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Name: Xxxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title Ass't General Counsel Title President and CEO
& Ass't Secretary
AMERICAN STOCK TRANSFER & TRUST COMPANY
Attest:
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title Assistant Secretary Title Vice President
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