FIRST AMENDMENT TO RIGHTS AGREEMENT
Amendment dated July 15, 1999 ("Amendment") to the Rights Agreement
("Agreement"), dated as of March 1, 1999, between Information Advantage, Inc., a
Delaware corporation (the "Company"), and Norwest Bank, National Association, a
national banking association (the "Rights Agent").
Pursuant to Section 25 of the Agreement, this Amendment is being executed
by the Company and the Rights Agent for the purpose of amending the Agreement as
set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at the end of
Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, none of Sterling Software, Inc. ("Parent"), its Subsidiaries,
Affiliates or Associates, including Sterling Software Acquisition Corp.
("Purchaser"), is, nor shall any of them be deemed to be, an Acquiring
Person (as defined in the Agreement) by virtue of (i) their acquisition, or
their right to acquire, beneficial ownership of Common Shares of the
Company as a result of their execution of the Agreement and Plan of Merger
dated July 15, 1999 among Parent, Purchaser and the Company (the "Merger
Agreement"), or the Stockholder Agreements (as defined in the Merger
Agreement), (ii) the announcement of the Offer (as defined in the Merger
Agreement), (iii) the consummation of the Offer, (iv) the consummation of
the Merger (as defined in the Merger Agreement) or (v) any other
transaction contemplated by the Merger Agreement or the Stockholder
Agreements, it being the purpose of the Company in adopting this amendment
to the Agreement that neither the execution of the Merger Agreement or the
Stockholder Agreements by any of the parties thereto nor the consummation
of the transactions contemplated thereby shall in any respect give rise to
any provision of the Agreement becoming effective."
2. Section 1(a) shall be further amended by inserting the following at
the end of Section 1(a):
"Pursuant to the provisions of Section 1(a) of the Agreement, a majority of
Disinterested Directors (as defined in the Agreement) of the Company's
Board of Directors has approved, in advance and in writing, the
transactions contemplated by the Merger Agreement or the Stockholder
Agreements, thereby making them "Company-Approved Transactions" within the
meaning of the Agreement."
3. Section 1(kk) shall be amended by inserting the following at the end
of Section 1(kk):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Section 11(a)(ii) Event shall not occur by reason of the
execution of the Merger Agreement, the execution of the Stockholder
Agreements (as defined in the Merger Agreement), the announcement of the
Offer, the consummation of the Offer, the consummation of the
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Merger, or any other transaction contemplated by the Merger Agreement or
the Stockholder Agreements."
4. Section 1(mm) shall be amended by inserting the following at the end
of Section 1(ii):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Shares Acquisition Date shall not occur by reason of the
execution of the Merger Agreement, the execution of the Stockholder
Agreements (as defined in the Merger Agreement), the announcement of the
Offer, the consummation of the Offer, the consummation of the Merger, or
any other transaction contemplated by the Merger Agreement or the
Stockholder Agreements."
5. Section 3(a) shall be amended by inserting the following at the end of
Section 3(a):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Distribution Date shall not occur by reason of the execution
of the Merger Agreement, the execution of the Stockholder Agreements (as
defined in the Merger Agreement), the announcement of the Offer, the
consummation of the Offer, the consummation of the Merger, or any other
transaction contemplated by the Merger Agreement or the Stockholder
Agreements."
6. If for any reason the Merger Agreement is terminated and the Merger is
abandoned, then the Amendment shall be of no further force and effect and
the Agreement shall remain exactly the same as it existed immediately prior
to execution of the Amendment.
7. This Amendment shall be deemed to be entered into 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.
8. 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.
The term "Agreement" as used in the Agreement shall be deemed to refer to
the Agreement as amended hereby, and all references to the Agreement shall be
deemed to include this Amendment. This Amendment shall be effective as of the
date first written above, and except as expressly set forth herein, the
Agreement shall remain in full force and effect and otherwise shall be
unaffected hereby.
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Entered into as of the date first written above,
INFORMATION ADVANTAGE, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Chief Executive Officer
Attest: /s/ Xxxxx Xxxxxx
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Secretary
NORWEST BANK, National Association,
as Rights Agent
By: /s/ Xxxx Xxxxx
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Authorized Signature
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