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EXHIBIT J
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT TO RIGHTS AGREEMENT made as of July 25, 1997 between
Imo Industries Inc., a Delaware corporation, (the "Company") and First Chicago
Trust Company of New York, a New York corporation, (the "Rights Agent").
RECITALS:
WHEREAS, on April 30, 1997, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for each share of
Common Stock, par value $1.00 per share, of the Company outstanding at the close
of business on the Record Date, May 4, 1997, and has authorized the issuance of
one Right for each share of Common Stock of the Company issued between the
Record Date and the Distribution Date, each Right initially representing the
right to purchase one one-hundredth of a share of Series B Junior Participating
Preferred Stock of the Company (the "Rights"); and
WHEREAS, on April 30, 1997, the Company and the Rights Agent entered
into a Rights Agreement to set forth certain terms and conditions with respect
to the grant of the Rights, and on June 25, 1997, the Company and the Rights
Agent entered into an Amendment to Rights Agreement to amend Section 3(a) and
Section 11(a)(ii)(B) thereof (as amended, the "Agreement"); and
WHEREAS, pursuant to Section 26 of the Agreement, the Company has the
right to amend the Agreement, and the Board of Directors of the Company has
approved amendments to Section 3(a) of the Agreement, to provide as set forth in
this Second Amendment.
NOW, THEREFORE, in consideration of the premises and covenants set
forth herein, and intending to be legally bound hereby, the parties hereto agree
as follows:
1. DEFINED TERMS. Each capitalized term used in this Second Amendment
and not otherwise defined shall have the meaning assigned to it in the
Agreement, unless the context clearly indicates to the contrary.
2. AMENDMENT TO SECTION 3(A). Section 3(a) of the Agreement is hereby
amended and restated so as to provide in its entirety as follows:
"(a) Until the Distribution Date (as hereinafter defined): (x)
the Rights will be attached to and, where applicable, evidenced
(subject to the provisions of paragraph (b) of this Section 3) by the
certificates for the Common Stock registered in the names of the
holders of the Common Stock (which certificates for Common Stock shall
be deemed also to be certificates for the Rights) and not by separate
certificates, and (y) the Rights will be transferable only in
connection with the transfer of the underlying shares of Common Stock
(including a transfer to the Company). As used in this Agreement, the
"Distribution Date" shall mean the earlier of (i) the close of business
on the tenth day after the Stock Acquisition Date (or, if the tenth day
after the Stock Acquisition Date occurs before the Record Date, the
close of business on the tenth day following the Record Date), or (ii)
the close of business on the tenth business day after the date that a
tender or exchange offer by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or
of any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of
any such plan) is first published or sent or given within the meaning
of Rule 14d- 2(a) of the General Rules and Regulations under the
Exchange Act, if upon consummation thereof, such Person would be the
Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding, unless such tender offer or exchange offer is for all
outstanding shares of Common Stock at a price and
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on terms determined by at least a majority of the members of the Board
of Directors who are not officers of the Company and who are not
representatives, nominees, Affiliates or Associates of an Acquiring
Person, after receiving advice from one or more investment banking
firms, to be (x) at a price which is fair to stockholders (taking into
account all factors which such members of the Board deem relevant
including, without limitation, prices which could reason ably be
achieved if the Company or its assets were sold on an orderly basis
designed to realize maximum value) and (y) otherwise in the best
interests of the Company and its stockholders, or (iii) if a tender or
exchange offer had been determined by at least a majority of the
members of the Board of Directors who are not officers of the Company
and who are not representatives, nominees, Affiliates or Associates of
an Acquiring Person to be at a price which is fair to stockholders or
otherwise in the best interests of the Company and its stock holders as
contemplated by the immediately preceding clause (ii) of this Section
3(a) but (A) such determination is subsequently withdrawn and (B) at
least a majority of the members of the Board of Directors who are not
officers of the Company and who are not representatives, nominees,
Affiliates or Associates of an Acquiring Person explicitly determines
that such withdrawal shall be deemed to trigger a Distribution Date
under this Section 3(a), the close of business on the tenth day after
such determination is withdrawn. As soon as practicable after the
Distribution Date, the Rights Agent will send by first class, insured,
postage prepaid mail, to each record holder of the Common Stock as of
the close of business on the Distribution Date, at the address of such
holder shown on the records of the Company, one or more rights
certificates, in substantially the form of Exhibit B hereto (the
"Rights Certificates"), evidencing one Right for each share of Common
Stock so held, subject to adjustment as provided herein. In the event
that an adjustment in the number of Rights per share of Common Stock
has been made pursuant to Section 11(p) hereof, at the time of
distribution of the Rights Certificates, the Company shall make the
necessary and appropriate rounding adjustments (in accordance with
Section 14(a) hereof) so that Rights Certificates representing only
whole numbers of Rights are distributed and cash is paid in lieu of any
fractional Rights. As of and after the Distribution Date, the Rights
will be evidenced solely by such Rights Certificates."
3. EFFECT OF AMENDMENT. The parties acknowledge and agree that all of
the terms, provisions, covenants and conditions of the Agreement shall hereafter
continue in full force and effect in accordance with the terms thereof except to
the extent amended, modified, deleted or revised herein.
4. COUNTERPARTS. This Amendment may be executed on separate counter
parts, each of which is deemed to be an original and all of which taken together
shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the date first above written.
Attest: IMO INDUSTRIES INC.
By: /S/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxx, Esquire Xxxxxx X. Xxxxxx
Executive Vice President, Chairman, President
General Counsel and Secretary and Chief Executive Officer
Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Kuzanish
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Title: Assistant Vice President Title: Assistant Vice President
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