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EXHIBIT 8
THIRD AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of August 21, 1999 (this "Amendment"), to the Rights
Agreement, dated as of August 21, 1998, as amended as of October 2, 1998 and as
of February 16, 1999 (the "Rights Agreement"), by and between OmniQuip
International, Inc., a Delaware corporation (the "Company"), and First Chicago
Trust Company of New York, a New York corporation (the "Rights Agent").
WHEREAS, pursuant to and in compliance with Section 27 of the Rights
Agreement, the Company and the Rights Agent desire to amend the Rights Agreement
as set forth in this Amendment;
WHEREAS, it is proposed that the Company enter into an Agreement and Plan
of Merger (the "Merger Agreement"), by and among the Company, Textron, Inc., a
Delaware corporation ("Parent"), and Telescope Acquisition Inc., a Delaware
corporation and a wholly-owned subsidiary of Parent ("Purchaser");
WHEREAS, the Board of Directors of the Company has determined that the
transactions contemplated by the Merger Agreement are fair to and in the best
interests of the Company and its shareholders; and
WHEREAS, the Board of Directors has determined that it is in the best
interests of the Company and its shareholders to amend the Rights Agreement to
exempt the Merger Agreement and the transactions contemplated thereby from the
application of the Rights Agreement.
NOW THEREFORE, in consideration of the premises and the mutual agreements
set forth herein and in the Rights Agreement, the parties hereto agree as
follows:
1. Section 1(a) of the Rights Agreement is hereby amended by adding the
following at the end of such Section:
"Notwithstanding anything in this Agreement to the contrary, none of
Textron, Inc., a Delaware corporation ("Parent"), Telescope Acquisition
Inc., a Delaware corporation and a wholly-owned subsidiary of Parent
("Purchaser"), or any Affiliate or Associate of either of them shall be
deemed to be an Acquiring Person solely by reason of the approval,
execution, delivery or performance of that certain Agreement and Plan of
Merger, dated as of August 21, 1999, by and among the Company, Parent and
Purchaser (as it may be amended, supplemented or restated, the "Merger
Agreement") or the Key Employee Share Purchase Agreements (as defined in
the Merger Agreement) or the consummation of the transactions contemplated
by the Merger Agreement or the Key Employee Share Purchase Agreements."
2. The Rights Agreement is hereby further amended by adding a new Section
35 to the Agreement, which shall read in its entirety as follows:
"Section 35. Merger Agreement. Nothing in this Agreement shall be
construed to create or cause a Distribution Date or Stock Acquisition Date
or to constitute a Triggering Event or give any holder of Rights or any
other Person any legal or equitable rights, remedy or claim under the
Agreement, and neither the Parent nor the Purchaser shall be deemed an
Acquiring Person, solely as a result of or in connection with the execution
of the Merger Agreement or the Key Employee Share Purchase Agreements or
the commencement or consummation of the transactions contemplated by the
Merger Agreement or the Key Employee Share Purchase Agreements."
3. Section 7(a) of the Rights Agreement is hereby amended by replacing such
Section in its entirety with the following:
"(a) Subject to Section 7(e) hereof, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section
23(a) hereof)
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in whole or in part at any time after the Distribution Date upon surrender
of the Rights Certificate, with the form of election to purchase and the
certificate on the reverse side thereof duly executed, to the Rights Agent
at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price with respect
to the total number of Units (or other securities, cash or other assets, as
the case may be) as to which such surrendered Rights are then exercisable,
at or prior to the earlier 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 hereof or (iii) immediately prior to the Effective Time of
the Merger (each as defined in the Merger Agreement) (the earlier of (i),
(ii) and (iii) being herein referred to as the "Expiration Date"). Upon the
Expiration Date, the Rights shall expire."
4. This Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware.
5. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument. Any such counterpart may be executed by facsimile signature
with only verbal confirmation, and when so executed and delivered shall be
deemed an original and such counterpart(s) together shall constitute only one
original.
6. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and affect.
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IN WITNESS WHEREOF, the parties have caused this Third Amendment to Rights
Agreement to be duly executed and attested as of the date first above written.
Attest: OMNIQUIP INTERNATIONAL, INC.
By: /s/ XXXXXX X. XXXXX By: /s/ X. XXXXX STIFF
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Xxxxxx X. Xxxxx X. Xxxxx Stiff
Senior Vice President President and Chief Executive
and Chief Administrative Officer Officer
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ XXXXXXXX X. XXXX By: /s/ XXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxx Xxxxx X. Xxxxxxxx
Manager, Client Support Assistant Vice President
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