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EXHIBIT 99.3
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT (the "Amendment"), dated as of May 18, 1998, is
between ATL PRODUCTS, INC., a Delaware corporation (the "Company"), and
BANKBOSTON, N.A., as Rights Agent (the "Rights Agent").
RECITALS
A. The Company and the Rights Agent are parties to a Rights
Agreement dated as of March 11, 1998, as amended (the "Rights Agreement").
B. Quick, a Delaware corporation ("[Quick]"), and the Company
have entered into an Agreement and Plan of Reorganization (the "Merger
Agreement") pursuant to which a wholly owned subsidiary of Quick will be merged
with and into the Company, with the Company as the surviving corporation (the
"Merger"). The Board of Directors of the Company has approved the Merger
Agreement, dated as of May 18, 1998, and the Merger.
C. Pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable to reflect the
foregoing and certain other matters and the Company and the Rights Agent desire
to evidence such amendment in writing.
Accordingly, the parties agree as follows:
1. Amendment to definition of "Acquiring Person" set forth in
Section 1. The definition of "Acquiring Person" set forth in Section 1 of the
Rights Agreement is amended to add the following subsection (iii) to the end
thereof:
"(iii) Notwithstanding anything in this Rights Agreement to the
contrary (A) neither Quick Corporation, a Delaware corporation
("Quick"), nor Eagle Acquisition Corp., a Delaware corporation
("Merger Sub"), nor any affiliates of Quick or Merger Sub shall
be deemed to be an Acquiring Person by virtue of the Agreement
and Plan of Reorganization, entered into as of May 18, 1998,
between the Company, Quick and Merger Sub, as it may be amended
or supplemented from time to time (the "Merger Agreement"), or by
virtue of any of the transactions contemplated by the Merger
Agreement; and (B) no Person Beneficially Owning 15% or more of
the outstanding shares of Common Stock on the date of the
original adoption of the Rights Agreement shall be deemed an
Acquiring Person by virtue of his being the Beneficial Owner of
15% or more of the outstanding shares of Common Stock, whether or
not a 15% holder as of such date."
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2. Amendment to definition of "Triggering Event" set forth in
Section 1. The definition of "Triggering Event" set forth in Section 1 of the
Rights Agreement is amended to add the following sentence to the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Triggering Event shall not be deemed to have occurred
by virtue of the Merger Agreement or by virtue of any of the
transactions contemplated thereby."
3. Amendment of Section 3(a). The first sentence of Section 3(a)
of the Rights Agreement is amended to read in its entirety as follows:
"Until the earlier of (i) the Close of Business on the tenth day
after the Shares Acquisition Date and (ii) the Close of Business
on the tenth Business Day (or such later date as may be
determined by action of the Company's Board of Directors upon
approval by a majority of the Continuing Directors prior to such
time as any Person becomes an Acquiring Person and of which the
Company will give the Rights Agent prompt written notice) after
the date that a tender or exchange offer by any Person (other
than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the Company
or any entity holding shares of Common Stock for or pursuant to
the terms of any such plan) is first published or sent or given
within the meaning of Rule 14d-4(a) of the Exchange Act
Regulations or any successor rule or of the first public
announcement of the intention of any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan
of the Company or of any Subsidiary of the Company or any entity
holding shares of Common Stock for or pursuant to the terms of
any such plan) to commence a tender or exchange offer, if upon
consummation thereof such Person would be the Beneficial Owner of
15% or more of the shares of Company Common Stock then
outstanding (the earlier of (i) and (ii) above being the
"Distribution Date")), provided, however, that notwithstanding
anything in this Rights Agreement to the contrary, a Distribution
Date shall not be deemed to have occurred by virtue of the Merger
Agreement or by virtue of any of the transactions contemplated by
the Merger Agreement), (x) the Rights will be evidenced (subject
to the provisions of Section 3(b) hereof) by the certificates for
shares of Common Stock registered in the names of the holders
thereof (which certificates shall also be deemed to be Rights
Certificates) and not by separate Rights Certificates, and (y)
the right to receive Rights Certificates will be transferable
only in connection with the transfer of shares of Common Stock.
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4. Amendment of Section 7(a). Section 7(a) of the Rights
Agreement is amended and restated to read in its entirety as follows:
"(a) Except as provided in Sections 23(c) and 7(e), the
registered holder of any Rights 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 Rights Certificate, with the form of election to
purchase and certification on the reverse side thereof duly
executed, to the Rights Agent at the office of the Rights Agent
designated for such purpose, together with payment of the
Purchase Price for each Unit of Preferred Stock as to which the
Rights are exercised, at or prior to the earliest of (i) the
Close of Business on the tenth anniversary hereof (the "Final
Expiration Date"), (ii) the time at which the Rights are redeemed
as provided in Section 23 hereof (the "Redemption Date"), (iii)
the time at which such Rights are exchanged as provided in
Section 24 hereof, and (iv) immediately prior to the effective
time of the merger of the Merger Sub with and into Company as
contemplated by and in accordance with the terms of the Merger
Agreement (the earlier of (i), (ii), (iii) and (iv) being the
"Expiration Date")."
5. Effectiveness. This Amendment shall be deemed effective as of
May 11, 1998, 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.
6. 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 applicable
to contracts to be made and performed entirely within such State. 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. 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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EXECUTED as of the date first set forth above.
ATL PRODUCTS. INC.,
a Delaware corporation
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Name:
Title:
BANKBOSTON, N.A.
as Rights Agent
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Name:
Title:
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