EXHIBIT 4.1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT No. 5 to the Rights Agreement, dated as of November
22, 1998 (the "Amendment No. 5"), by and between AMP Incorporated, a
Pennsylvania corporation (the "Company"), and ChaseMellon Shareholder
Services L.L.C., a limited liability company organized under the laws of
the State of New Jersey (the "Rights Agent").
WHEREAS, on October 25, 1989 the Company and Manufacturers
Hanover Trust Company, a New York corporation ("MHTCo"), entered into a
Rights Agreement (the "Original Agreement");
WHEREAS, on September 4, 1992, the Company and Chemical Bank
(as successor to MHTCo.) entered into Amendment No. 1 to the Rights
Agreement, on August 12, 1998, the Company and ChaseMellon Shareholder
Services L.L.C. (as successor to Chemical Bank) entered into Amendment No.
2 to the Rights Agreement, on August 20, 1998, the Company and ChaseMellon
Shareholder Services L.L.C. entered into Amendment No. 3 to the Rights
Agreement and on September 17, 1998, the Company and ChaseMellon
Shareholder Services L.L.C. entered into Amendment No. 4 to the Rights
Agreement (the Original Agreement, as amended by each of the amendments is
hereinafter referred to as the "Agreement" and the terms of which are
incorporated herein by reference and made a part hereof); and
WHEREAS, the Company, with the approval of the Board of
Directors of the Company, and the Rights Agent have mutually agreed to
modify the terms of the Agreement in
certain respects.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein set forth, and intending to be legally bound hereby, the
parties hereto agree that the Agreement shall be and hereby is amended in
the following manner:
Section 1. Amendment of "Issue of Rights Certificate" Section.
Section 3(a) of the Agreement is amended to add the following paragraph at
the end thereof:
"Notwithstanding any other provision of this Agreement, the
occurrence of (A) the approval, execution and delivery of the Agreement and
Plan of Merger, dated November22, 1998 (as it may be amended from time to
time, the "Merger Agreement"), by and among Beta Zeno Corp. ("Beta"), a
Delaware corporation and wholly owned subsidiary of Tyco International Ltd.
("Issuer"), Alpha Zeno Corp., a Pennsylvania corporation and wholly owned
subsidiary of Beta ("Merger Sub") and the Company and the Stock Purchase
Agreement, dated as of November 22, 1998 (as it may be amended
from time to time, the "Stock Purchase Agreement"), by and between the
Company and Beta, (B) the consummation of the transactions contemplated by
the Merger Agreement and/or the Stock Purchase Agreement or (C) the
announcement of any of the foregoing events will not, individually or
collectively, cause (i) Issuer, Beta, Merger Sub and their affiliates,
either individually or as a group, to be deemed an Acquiring Person, (ii)
the occurrence of a Stock Acquisition Date, a Distribution Date, a Section
11(a)(ii) Event, a Section 13 Event or a Triggering Event to be deemed to
have occurred, or (iii) an Unsolicited Acquisition Proposal to be deemed to
have been announced."
Section 2. Rights Agreement as Amended. The term "Agreement" as
used in the Agreement shall be deemed to refer to the Agreement as amended
hereby and shall be effective as of the date hereof. All references
hereinafter to Amendment No. 5 shall be deemed to refer to this Amendment
No. 5. It is expressly understood and agreed that except as provided above,
all terms, conditions and provisions contained in the Agreement shall
remain in full force and effect without any further change or modification
whatsoever.
IN WITNESS WHEREOF, the parties have caused this Amendment No.
5 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: AMP Incorporated
By:/s/ Xxxxx X. Xxxxxxxx By:/s/ Xxxxxx Xxxx
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Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx Xxxx
Title: General Counsel and Title: Chairman and Chief
Corporate Secretary Executive Officer
Attest: ChaseMellon Shareholder
Services L.L.C.
By:/s/ Xxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxxxx Xxxxx
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Name: Xxxxxx X. Xxxxx, Xx. Name: Xxxxxxxxx Xxxxx
Title: Vice President Title: Assistant Vice President
