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EXHIBIT (e)(3)
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, effective as of February 18, 2000, to the Rights Agreement,
dated as of December 18, 1996 (the "Rights Agreement"), between Sterling
Commerce, Inc., a Delaware corporation (the "Company"), and BankBoston, N.A.
(f.k.a. The First National Bank of Boston), a national banking association, as
Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement.
NOW THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby agree
as follows:
1. Section 1(a) is amended by adding the following at the end of the first
sentence of said Section:
; provided further, however, that none of SBC Communications, Inc.,
a Delaware corporation ("Parent"), SBC Silver, Inc., a Delaware
corporation and wholly-owned subsidiary of Parent ("Purchaser") and
their Affiliates shall be deemed to be an Acquiring Person by virtue of
(x) the execution of the Agreement and Plan of Merger, dated as of
February 18, 2000 (the "Merger Agreement," which term shall include any
amendments thereto), by and among the Company, Parent and Purchaser, or
(y) the consummation of any of the transactions contemplated thereby,
including, without limitation, the publication or other announcement of
the Offer (as defined therein), or the consummation of the Offer and
the Merger (as defined therein) or any other transaction contemplated
by the Merger Agreement.
2. Section 1(h) is amended by adding the following at the end of said Section:
"Notwithstanding the foregoing or any provision to the contrary
contained in this Agreement, a Distribution Date shall not occur by
reason of the execution of the Merger Agreement, the public or other
announcement of the Merger, the public or other announcement of the
Offer, the commencement of the
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Offer, the consummation of the Offer, the consummation of the Merger or
the consummation of any other transaction contemplated by the Merger
Agreement."
3. Section 1(j) is amended and restated as follows:
"Expiration Date" means the earliest of (i) the Close of Business on
the Final Expiration Date, (ii) the time at which the Rights are
redeemed as provided in Section 23, (iii) the time at which all
exercisable Rights are exchanged as provided in Section 24 and (iv) the
consummation of the Merger.
4. Section 1(l) is amended by adding the following at the end of said Section:
"Notwithstanding any provision to the contrary contained in this
Agreement, a Flip-in Event shall not occur by reason of the execution
of the Merger Agreement, the public or other announcement of the
Merger, the public or other announcement of the Offer, the commencement
of the Offer, the consummation of the Offer, the consummation of the
Merger or the consummation of any other transaction contemplated by the
Merger Agreement."
5. Section 1(m) is amended by adding the following at the end of said Section:
"Notwithstanding any provision to the contrary contained in this
Agreement, a Flip-over Event shall not occur by reason of the execution
of the Merger Agreement, the public or other announcement of the
Merger, the public or other announcement of the Offer, the commencement
of the Offer, the consummation of the Offer, the consummation of the
Merger or the consummation of any other transaction contemplated by the
Merger Agreement."
6. The term "Agreement" as used in the Rights Agreement shall be deemed to refer
to the Rights Agreement as amended hereby.
7. The foregoing amendment shall be effective as of the date first above
written, and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
8. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first written above.
STERLING COMMERCE, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President,
General Counsel and Secretary
BANKBOSTON, N.A.
By: /s/ Xxxxxxxxx Xxxxxxxx
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Name: Xxxxxxxxx Xxxxxxxx
Title: Managing Director
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