EXHIBIT 10.21
Amendment No. 1 to Shareholder Rights Agreement
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This amendment, dated as of December 20, 1997, amends the Shareholder
Rights Agreement dated as of February 16, 1989, as amended and restated as of
March 12, 1990 (the "Rights Agreement") between Dynatech Corporation (the
"Company") and BankBoston, N.A. (formerly The First National Bank of Boston), as
Rights Agent (the "Rights Agent"). Terms defined in the Rights Agreement and
not otherwise defined herein are used herein as so defined.
W I T N E S S E T H
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WHEREAS, on February 16, 1989 the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, one share of the Company's Common Stock, par
value $.20 per share; and
WHEREAS, on February 16, 1989, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for every share of
Common Stock of the Company outstanding on the Record Date and authorized the
issuance of one Right (subject to certain adjustments) for each share of Common
Stock of the Company issued between the Record Date and the Distribution Date;
and
WHEREAS, on February 16, 1989, the Company and the Rights Agent
entered into the Rights Agreement, which was amended and restated on March 12,
1990 to set forth the description and terms of the Rights; and
WHEREAS, pursuant to Sections 27 and 29 of the Rights Agreement, the
Company now desires to amend certain provisions of the Rights Agreement in order
to supplement certain provisions therein;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(a) is amended by adding the following at the end
thereof:
"; and, provided, further, that as a result of the execution, delivery
and performance under, or consummation of the transactions relating to
and contemplated by the Agreement and Plan of Merger dated as of
December
20, 1997 by and among the Company and CDRD Merger Corporation (the
"Merger Agreement") CDRD Merger Corporation shall not be deemed an
Acquiring Person for any purpose of this Agreement."
2. Section 1(b) is amended by adding the following at the end
thereof:
"provided, however, that CDRD Merger Corporation shall not, during the
effectiveness of the Merger Agreement, be declared an Adverse Person
for any purposes of this Agreement."
3. Section 7(a) is amended to read in its entirety as follows:
"(a) Subject to Section 7(e) hereof, the registered holder of any
Right Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein) in whole or in part at any time after the
Distribution Date upon surrender of the Right Certificate, with the
form of election to purchase and the certificate on the reverse side
thereof duly executed, to the Rights Agent at the office or offices of
the Rights Agent designated for such purpose, together with payment of
the aggregate Exercise Price for the total number of one two-
thousandths of a share of Preferred Stock (or other securities, cash
or other assets, as the case may be) as to which such surrender Rights
are then exercised, at or prior to the earlier of (i) the earlier of
the Effective Time (as defined in the Merger Agreement) and the close
of business on February 16, 1999 (the "Final Expiration Date") or (ii)
the time at which the Rights are redeemed as provided in Section 23
hereof (the earlier of (i) or (ii) being herein referred to as the
"Expiration Date"). Except as set forth in Section 7(e) hereof and
notwithstanding any other provision of this Agreement, any Person who
prior to the Distribution Date becomes a record holder of shares of
Common Stock may exercise all of the rights of a registered holder of
a Right Certificate with respect to the Rights associated with such
shares of Common Stock in accordance with the provisions of this
Agreement, as of the date such Person becomes a record holder of
shares of Common Stock.
4. Except, as expressly herein set forth, the remaining provisions
of the Rights Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, this Amendment No. 1 has been signed to be
effective as of the close of business on the 20th day of December, 1997 by
authorized representatives of each of the Company and the Rights Agent.
DYNATECH CORPORATION
By:
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BANKBOSTON, N.A.
By:
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DYNATECH CORPORATION
Officer's Certificate
This Certificate is delivered pursuant to Section 27 of the
Shareholder Rights Agreement dated as of February 16, 1989, as amended and
restated as of March 12, 1990 (the "Rights Agreement") between Dynatech
Corporation (the "Company") and BankBoston, N.A. (formerly The First National
Bank of Boston), as Rights Agent (the "Rights Agent"). In delivering this
Certificate the undersigned has examined a copy of the Rights Agreement and a
copy of Amendment No. 1 to Shareholder Rights Agreement ("Amendment No. 1")
dated as of December 20, 1997.
The undersigned does hereby certify that Amendment No. 1 is in
compliance with the terms of Section 27 of the Rights Agreement. Pursuant to
said Section 27 of the Rights Agreement, the undersigned hereby directs the
Rights Agent to execute Amendment No. 1.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
31st day of December, 1997.
DYNATECH CORPORATION
By:
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