EXHIBIT 99.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of October 26, 1997 (this
"Amendment"), to the Rights Agreement, dated as of October 22, 1996
(the "Rights Agreement"), between Eagle Financial Corp., a Delaware
corporation (the "Company"), and The First National Bank of Boston, as
rights agent (the "Rights Agent").
WITNESSETH
WHEREAS, the Company and the Rights Agent have previously
entered into the Rights Agreement; and
WHEREAS, no Distribution Date (as defined in Section 3(a) of
the Rights Agreement) has occurred as of the date of this Amendment;
and
WHEREAS, Section 27 of the Rights Agreement provides that
the Company may from time to time supplement or amend the Rights
Agreement in accordance with the terms of Section 27; and
WHEREAS, the Company and Xxxxxxx Financial Corporation, a
Delaware corporation ("Xxxxxxx"), have entered into an Agreement and
Plan of Merger, dated as of October 26, 1997 (the "Merger Agreement"),
pursuant to which the Company will merge with and into Xxxxxxx with
Xxxxxxx as the surviving corporation in the merger; and
WHEREAS, in connection with the Merger Agreement, the
Company and Xxxxxxx have entered into a Stock Option Agreement, dated
as of October 26, 1997, pursuant to which the Company has granted to
Xxxxxxx an option to purchase certain shares of the Company's Common
Stock under certain circumstances and upon certain terms and
conditions; and
WHEREAS, the Board of Directors has determined that the
transactions contemplated by the Merger Agreement are in the best
interests of the Company and its stockholders; and
WHEREAS, the Board of Directors has determined that it is in
the best interest of the Company and its stockholders to amend the
Rights Agreement to exempt the Merger Agreement, the Option Agreement
and the transactions contemplated thereby (including, without
limitation, the option granted pursuant to the Option Agreement) from
the application of the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has approved
and adopted this Amendment and directed that the proper officers take
all appropriate steps to execute and put into effect this Amendment.
NOW, THEREFORE, the Company hereby amends the Rights
Agreement as follows:
1. Section 1(a) of the Rights Agreement is hereby amended
by inserting the following proviso at the end thereof;
"; provided, however, that, until the termination
of the Merger Agreement and the Stock Option
Agreement (each as defined below) in accordance
with their respective terms, neither Xxxxxxx
Financial Corporation, a Delaware corporation
("Xxxxxxx"), nor any Affiliate or Associate of
Xxxxxxx (collectively with Xxxxxxx, the "Xxxxxxx
Parties") shall be deemed to be an Acquiring
Person by virtue of the fact that Xxxxxxx is the
Beneficial Owner solely of shares of Common Stock
(i) of which any Xxxxxxx Party is or becomes the
Beneficial Owner by reason of the approval,
execution or delivery of the Agreement and Plan of
Merger, dated as of October 26, 1997, by and
between the Company and Xxxxxxx, as may be amended
from time to time (the "Merger Agreement"), or the
Stock Option Agreement, dated as of October 26,
1997, between the Company, as issuer, and Xxxxxxx,
as grantee, as may be amended from time to time
(the "Stock Option Agreement"), or by reason of
the consummation of any transaction contemplated
in the Merger Agreement, the Stock Option
Agreement or both, (ii) of which any Xxxxxxx Party
is the Beneficial Owner on the date hereof, (iii)
of which any Xxxxxxx Party becomes the Beneficial
Owner after the date hereof, provided, however,
that the aggregate number of shares of Common
Stock which may be Beneficially Owned by the
Xxxxxxx Parties pursuant to this clause (iii)
shall not exceed 1% of the shares of Common Stock
outstanding, (iv) acquired in satisfaction of
debts contracted prior to the date hereof by any
Xxxxxxx Party in good faith in the ordinary course
of such Xxxxxxx Party's banking business, (v) held
by any Xxxxxxx Party in a bona fide fiduciary or
depository capacity, or (vi) owned in the ordinary
course of business by either (A) an investment
company registered under the Investment Company
Act of 1940, as amended, or (B) an investment
account, in either case for which any Xxxxxxx
Party acts as investment advisor."
2. Section 11(a)(ii)(A) of the Rights Agreement is hereby
modified and amended to read in its entirety as follows:
"any Person shall at any time after the Rights Dividend
Declaration Date become an Acquiring Person, unless the
event causing such Person to become an Acquiring Person is a
transaction set forth in Section 13(a) hereof; or"
3. Section 13 of the Rights Agreement is hereby amended to
add the following subsection (e) at the end thereof:
"Notwithstanding any other provision of this Agreement, at
the Effective Time (as defined in the Merger Agreement), the
Common Stock will be converted into the consideration
provided for in the Merger Agreement, and all Rights
attached thereto shall simultaneously be extinguished with
no additional consideration being paid on account thereof."
4. Section 15 of the Rights Agreement is hereby modified
and amended to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any
holder of Rights or any other Person any legal or equitable
rights, remedies or claims under this Agreement in
connection with any transactions contemplated by the Merger
Agreement or the Stock Option Agreement."
5. This Amendment shall be deemed to be in force and
effective immediately prior to the execution and delivery of the
Merger Agreement. Except as amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise
unaffected hereby.
6. Capitalized terms used in this Amendment and not
defined herein shall have the meanings assigned thereto in the Rights
Agreement.
7. This Amendment may be executed in any number of
counterparts and 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.
8. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby ratified,
adopted, approved and confirmed. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all the privileges
and immunities afforded to the Rights Agent under the terms and
conditions of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year
first above written.
ATTEST: EAGLE FINANCIAL CORP.
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx
Title: Vice President Title: President and CEO
ATTEST: THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxx Xxxxxxx By: /s/ Xxxxx Xxxxxx-Xxxx
Name: Xxx Xxxxxxx Name: Xxxxx Xxxxxx-Xxxx
Title: Director, Client Services Title: Director, Client Services
