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EXHIBIT 1
THIRD AMENDMENT TO RIGHTS AGREEMENT
This Amendment dated July 17, 1997 ("Amendment") to the Second Amended
and Restated Rights Agreement ("Agreement"), dated as of May 13, 1997, is
between Octel Communications Corporation, a Delaware corporation (the
"Company"), and The First National Bank of Boston, a national banking
association (the "Rights Agent").
Pursuant to Section 27 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 Lucent Technologies Inc.
("Parent"), Memo Acquisition Corp. ("Sub"), or any of their
respective subsidiaries, Affiliates or Associates is an
Acquiring Person pursuant to this Agreement solely by virtue
of the execution of the Agreement and Plan of Merger of even
date herewith among Parent, Sub and the Company (the "Merger
Agreement"),commencement and consummation of the Offer (as
defined in the Merger Agreement), the acquisition of Shares
(as defined in the Merger Agreement) by Sub pursuant to the
Offer and the consummation of the Merger (as defined in the
Merger Agreement)."
2. Section 1(h) shall be amended by inserting the following at
the end of Section 1(h):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, a Distribution Date shall not
occur solely by reason of the Offer, the execution of the
Merger Agreement, the acquisition of the Shares by Sub
pursuant to the Offer or the consummation of the Merger."
3. Section 1(m) shall be amended by inserting the following at
the end of Section 1(m):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, a Shares Acquisition Date shall
not occur solely by reason of the Offer, the execution of the
Merger Agreement, the acquisition of the Shares by Sub
pursuant to the Offer or the consummation of the Merger."
4. Clause (i) of Section 7(a) shall be amended and restated in
its entirety to read as follows:
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"(i) the earlier of (A) immediately prior to the Effective
Time (as defined in the Merger Agreement) or (B) the close of
business on May 13, 2007 (the 'Final Expiration Date')"
5. 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.
6. 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.
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7. As amended hereby, the Agreement shall remain in full force
and effect.
OCTEL COMMUNICATIONS CORPORATION
/s/ Xxxxxx Xxxx
By:_________________________________
Xxxxxx Xxxx
Chairman and Chief Executive Officer
/s/ Xxxxx X. Xxxxx
Attest:__________________________
Xxxxx X. Xxxxx
Secretary
THE FIRST NATIONAL BANK OF BOSTON,
AS RIGHTS AGENT
/s/ Xxxxxxxx X. Xxxxxxxx
By:_________________________________
Signature of Authorized Signatory
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