AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1 to Rights Agreement dated as of March 16,
1999, amending the Rights Agreement, dated as of August 25, 1993
(the "Rights Agreement"), between Intergraph Corporation, a
Delaware corporation (the "Company"), and Xxxxxx Trust & Savings
Bank, an Illinois banking corporation, as Rights Agent (the
"Rights Agent," which term shall include any successor Rights
Agent under the Rights Agreement at the Company's direction).
WITNESSETH:
WHEREAS, on August 25, 1993, the Company and the Rights
Agent entered into the Rights Agreement;
WHEREAS, Section 26 of the Rights Agreement provides that
prior to the Distribution Date, the Company and the Rights Agent
may amend any provision of the Rights Agreement without the
approval of any holders of certificates representing shares of
Common Stock; and
WHEREAS, on November 5, 1998, the Board of Directors of the
Company determined to amend the Rights Agreement and directed the
Rights Agent to enter into this Amendment;
NOW, THEREFORE, for and in consideration of the premises,
the Rights Agreement is amended as follows:
1. Section 1(m) of the Rights Agreement is amended to read
as follows:
[Intentionally Left Blank]
2. Section 1(r) of the Rights Agreement is amended to read
as follows:
[Intentionally Left Blank]
3. Section 3(c) of the Rights Agreement is deleted in
its entirety and amended to read as follows:
(c) Rights shall be issued by the Company in
respect of all Common Shares (other than Common Shares
issued upon the exercise or exchange of any Right)
issued or delivered by the Company (whether originally
issued or delivered from the Company's treasury) after
the Record Date but prior to the earlier of the
Distribution Date and the Expiration Date.
Certificates evidencing such Common Shares shall have
stamped on, impressed on, printed on, written on or
otherwise affixed to them the following legend or such
similar legend as the Company may deem appropriate and
as is not inconsistent with the provisions of this
Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any
stock exchange or transaction reporting system on which
the Common Shares may from time to time be listed or
quoted, or to conform to usage:
This Certificate also evidences
and entitles the holder hereof
to certain Rights as set
forth in a Rights Agreement between
Intergraph Corporation and Xxxxxx
Trust and Savings Bank,
dated August 25, 1993, as amended
March 16, 1999 (the "Rights
Agreement"), the terms of which are
hereby incorporated herein by
reference and a copy of which is on
file at the principal executive
offices of Intergraph Corporation.
Under certain circumstances, as set
forth in the Rights Agreement, such
Rights may be redeemed, may be
exchanged, may expire, may be
amended or may be evidenced by
separate certificates and no longer
be evidenced by this Certificate.
Intergraph Corporation will mail to
the holder of this Certificate a
copy of the Rights Agreement
without charge promptly after
receipt of a written request
therefor. Under certain
circumstances as set forth in the
Rights Agreement, Rights
beneficially owned by an Acquiring
Person or any Affiliate or
Associate of an Acquiring Person
(as such terms are defined in the
Rights Agreement) may become null
and void.
4. Section 23(a) of the Rights Agreement is deleted in
its entirety and amended to read as follows:
(a) The Board of Directors of the Company may, at
its option, at any time prior to the earlier of
(i) the Distribution Date or (ii) the Final
Expiration Date, redeem all, but not less than
all, of the then outstanding Rights at the
Redemption Price. The redemption of the Rights by
the Board may be made effective at such time, on
such basis and with such conditions as the Board,
in its sole discretion, may establish.
5. Section 26 of the Rights Agreement is deleted in
its entirety and amended to read as follows:
Supplements and Amendments. Prior to the
Distribution Date and subject to the last sentence of
this Section 26, if the Company so directs, the Company
and the Rights Agent may from time to time supplement
or amend any provision of this Agreement without the
approval of any holders of certificates representing
Common Shares. From and after the Distribution Date
and subject to the last sentence of this Section 26,
the Company and the Rights Agent may supplement or
amend this Agreement without the approval of any
holders of Right Certificates in order (i) to cure any
ambiguity, (ii) to correct or supplement any provision
contained herein which may be defective or inconsistent
with any other provisions herein, (iii) to shorten or
lengthen any time period hereunder, or (iv) to
supplement or amend the provisions hereunder in any
manner which the Company may deem desirable, including,
without limitation, the addition of other events
requiring adjustment to the Rights under Sections 11 or
13 hereof or procedures relating to the redemption of
the Rights, which supplement or amendment shall not, in
the good faith determination of the Board of Directors,
adversely affect the interests of the holders of Right
Certificates (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person). Upon
the delivery of a certificate from an officer of the
Company which states that the proposed supplement or
amendment is in compliance with the terms of this
Section 26 and certification that the Board of Directors
has approved the supplement or amendment, the Rights Agent
shall execute such supplement or amendment; provided,
however, that the failure or refusal of the Rights Agent
to execute such supplement or amendment shall not affect
the validity of any supplement or amendment adopted by the
Company, any of which shall be effective in accordance
with the terms thereof. Notwithstanding anything in this
Agreement to the contrary, no supplement or amendment
shall be made which decreases the stated Redemption
Price or the period of time remaining until the Final
Expiration Date or which modifies a time period
relating to when the Rights may be redeemed at such
time as the Rights are not then redeemable. Further,
notwithstanding anything in this Agreement to the contrary,
no supplement or amendment that changes the rights and
duties of the Rights Agent under this Agreement will be
effective against the Rights Agent without the execution
of such supplement or amendment by the Rights Agent.
IN WITNESS THEREOF, the parties hereto have caused this
Amendment No.1 to Rights Agreement to be duly executed as of the
date first above written.
INTERGRAPH CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Secretary
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxxx X. Xxxxxxx
_____________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
