EXHIBIT 3
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment") is
entered into as of September 14, 1999 by and between GENERAL INSTRUMENT
CORPORATION (formerly known as NextLevel Systems, Inc.), a Delaware
corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as
Rights Agent (the "Rights Agent"), amending the Rights Agreement, dated as of
June 12, 1997, between the Company and the Rights Agent (the "Rights
Agreement"), as previously amended pursuant to an Amendment, dated December
16, 1997, between the Company and the Rights Agent.
Recitals of the Company:
The Company has duly authorized the execution and delivery of this
Amendment, and all things necessary to make this Amendment a valid agreement
of the Company have been done. This Amendment is entered into pursuant to
Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Defined Terms. Terms defined in the Rights Agreement and used
herein shall have the meanings given to them in the Rights Agreement.
2. Amendments to Section 1. Section 1(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
neither Parent nor any of its Affiliates or Associates shall be deemed
to be an Acquiring Person or Interested Stockholder solely by reason of
the approval, execution, delivery or performance of the Merger Agreement
or the consummation of the Merger"
(b) Section 1 of the Rights Agreement is amended to add the
following provisions at the end thereof:
"(u) For purposes of this Agreement:
"Effective Time" shall have the meaning assigned to such term
in the Merger Agreement;
"Merger" shall have the meaning assigned to such term in the
Merger Agreement;
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"Merger Agreement" shall mean the Agreement and Plan of Merger
dated as of September 14, 1999 among Motorola, Inc., a Delaware
corporation, Lucerne Acquisition Corp., a Delaware corporation, and
the Company, as amended from time to time in accordance with its
terms; and
"Parent" shall mean Motorola, Inc., a Delaware corporation."
3. Amendment of Section 3(a). Section 3(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have occurred
solely as the result of the approval, execution, delivery or
performance of the Merger Agreement or the consummation of the
Merger."
4. Amendment of Section 7(a). Section 7(a) of the Rights
Agreement is amended by deleting the words "or (iv)" of such subsection and
substituting in their place "(iv)" and inserting immediately after the word
"hereof" in the last line thereof the following clause: "or (v) immediately
prior to the Effective Time. Upon the Expiration Date, the Rights shall
expire."
5. Amendment of Section 25. Section 25 of the Rights Agreement is
amended by adding the following paragraph (c) thereto:
"(c) The Company shall use its reasonable efforts to provide
notice to the Rights Agent of the consummation of the Merger as
soon as practicable prior to such Effective Time."
6. Effectiveness. This Amendment shall be deemed effective as of
September 14, 1999 as if executed on such date. Except as amended hereby,
the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
7. Miscellaneous. 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. This
Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed an original and all such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the day and year first above
written.
Attest: GENERAL INSTRUMENT CORPORATION
/s/ Xxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Title: Assistant Secretary Title: Senior Vice President and General
Counsel
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
/s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxxxx
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Title: Title: Relationship Manager
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