Exhibit 10.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 (this "Amendment") dated as of June 9, 1999 to the Rights
Agreement (the "Rights Agreement") dated as of November 12, 1998 between
XXXXXXXXX CORPORATION, a Delaware corporation (the "Company"), and MELLON BANK,
N.A. as Rights Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the Board of Directors of the Company has determined that in
connection with the Merger Agreement (as defined below) and the transactions
contemplated thereby, it is desirable to amend the Rights Agreement as set forth
herein;
NOW, THEREFORE, the parties agree as follows:
1. The definition of Expiration Date is hereby amended in its entirety to
read as follows:
"Expiration Date" means the earlier of (a) the Final Expiration Date, (b)
the time at which all Rights are redeemed as provided in Section 23 or exchanged
as provided in Section 24 and (c) the effective time of the merger as
contemplated by the Merger Agreement."
2. The following Section shall be inserted following Section 34:
"Section 35. Proposed Merger. Notwithstanding anything in this Agreement
to the contrary, (i) no Distribution Date, Stock Acquisition Date or Triggering
Event shall be deemed to have occurred, (ii) neither Meggitt PLC, a public U.K.
limited company ("Meggitt"), nor any of its Subsidiaries (collectively, the
"Meggitt Group") shall be deemed to have become an Acquiring Person and (iii) no
holder of Rights shall be entitled to any rights or benefits pursuant to Section
7, 11, or 13 or any other provision of this Agreement, in each case by reason of
(w) the approval, execution, delivery and performance of the Agreement and Plan
of Merger dated as of June 9, 1999 among the Company, Meggitt and a newly-formed
wholly-owned Delaware subsidiary of Meggitt (the "Merger Agreement"), (x) the
consummation by Meggitt of the tender offer contemplated by the Merger
Agreement, (y) the approval of the Merger Agreement by the stockholders of the
Company or the consummation of the merger contemplated by the Merger Agreement
or (z) the consummation of any of the other transactions contemplated by the
Merger Agreement."
3. Amendment of Section 2. The first sentence of Section 2 of the Rights
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Agreement is hereby amended to delete the following words:
"and the holder of the Rights"
4. Amendment to Section 20(c). Section 20(c) of the Rights Agreement is
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hereby amended by adding the following words to the end of such section:
"Anything to the contrary notwithstanding, in no event shall the Rights
Agent be liable for special, punitive, indirect, consequential or incidental
loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Rights Agent has been advised of the likelihood of such
loss or damage."
5. This Amendment shall be deemed effective as of the date first set forth
above. Except as amended hereby, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
6. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware 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, except that the rights and obligations of
the Rights Agent shall be governed by the law of the State of New York. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
XXXXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: President and Chief Executive
Officer
MELLON BANK, N.A.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: As Agent
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