FIRST AMENDMENT TO RIGHTS AGREEMENT
Amendment dated March 23, 1999 ("Amendment") to the Preferred Shares
Rights Agreement ("Agreement"), dated as of February 25, 1998, between Interlink
Computer Sciences, Inc., a Delaware corporation (the "Company"), and BankBoston,
N.A., 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 Sterling Software, Inc. ("Parent"), its
Subsidiaries, Affiliates or Associates, including Sterling Software
(Southwest), Inc. ("Purchaser"), is, nor shall any of them be deemed to
be, an Acquiring Person (as defined in the Agreement) by virtue of
their acquisition, or their right to acquire, beneficial ownership of
the Common Stock of the Company as a result of their execution of the
Agreement and Plan of Merger dated March 23, 1999 among Parent,
Purchaser and the Company (the "Merger Agreement"), the execution of
the Stockholder Agreements (as defined in the Merger Agreement), the
announcement of the Offer (as defined in the Merger Agreement), the
consummation of the Offer, the consummation of the Merger (as defined
in the Merger Agreement) or any other transaction contemplated by the
Merger Agreement or the Stockholder Agreements."
2. Section 1(l) shall be amended by inserting the following at the end
of Section 1(l):
"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, 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."
3. Section 1(gg) shall be amended by inserting the following at the end
of Section 1(gg):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Section 13 Event shall not occur by reason of the
execution of the Merger Agreement, the execution of the Stockholder
Agreements, 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."
4. Section 1(ii) 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, 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 1(pp) shall be amended by inserting the following at the end
of Section 1(pp):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Transaction shall not occur by reason of the execution of
the Merger Agreement, the execution of the Stockholder Agreements, 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. Section 1(qq) shall be amended by inserting the following at the end
of Section 1(qq):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Triggering Event shall not occur by reason of the
execution of the Merger Agreement, the execution of the Stockholder
Agreements, 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."
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 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,
INTERLINK COMPUTER SCIENCES, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Chief Financial Officer
Attest: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, General Counsel
BANKBOSTON, N.A.
as Rights Agent
By: /s/ Xxxxxxxx Xxxxxxxx
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Authorized Signature
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