AMENDMENT
Dated November 17, 1997
to
RIGHTS AGREEMENT
Between
XYVISION, INC.
and
MELLON BANK, N.A.
Dated as of October 19, 1988, as amended
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This Amendment is made as of the 17th day of November, 1997 by Xyvision,
Inc., a Delaware corporation (the "Company"), and Mellon Bank, M.A., as Rights
Agent (the "Rights Agent"), to the Rights Agreement dated as of October 19,
1988 between the Company and the Rights Agent (as amended, the "Rights
Agreement").
WHEREAS: The Board of Directors of the Company voted to amend the Rights Agreement by resolutions adopted
on December 19, 1991 to provide that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall not be deemed an "acquiring person" until
he becomes the beneficial owner of 35% or more of the Company's outstanding shares of Common
Stock and that a Section 11(a)(ii) Event shall not be deemed to occur until ▇▇. ▇▇▇▇▇▇▇▇ becomes the
beneficial owner of 35%.or more of the Company's outstanding shares of Common Stock.
WHEREAS: The Board of Directors of the Company voted to further amend the Rights Agreement by resolutions
adopted on August 5, 1992 to provide that Tudor Trust shall not be deemed an "acquiring person" until
it becomes the beneficial owner of 35% or more of the Company's outstanding shares of Common Stock
and that a Section 11(a)(ii) Event shall not be deemed to occur until Tudor Trust becomes the beneficial
owner of 35% or more of the Company's outstanding shares of Common Stock.
WHEREAS: The Board of Directors of the Company voted to further amend the Rights Agreement by resolutions
adopted on November 14, 1995 to provide that Tudor Trust shall not be deemed an "acquiring person"
until it becomes the beneficial owner of 50% or more of the Company's outstanding shares of Common
Stock and that a Section 11(a)(ii) Event shall not be deemed to occur until Tudor Trust becomes the
beneficial owner of 50% or more of the Company's outstanding shares of Common Stock.
WHEREAS: The Board of Directors of the Company voted to further amend the Rights Agreement by resolutions
adopted on May 7, 1996 to provide that Tudor Trust shall not be deemed an "acquiring person" until it
becomes the beneficial owner of 65% or more of the Company's outstanding shares of Common Stock
and that a Section 11(a)(ii) Event shall not be deemed to occur until Tudor Trust becomes the beneficial
owner of 65%or more of the Company's outstanding shares of Common Stock.
WHEREAS: The Board of Directors of the Company voted to further amend the Rights Agreement by resolutions
adopted on July 22, 1997 to provide that Tudor Trust shall not be deemed an "acquiring person" until
it becomes the beneficial owner of 75% or more of the Company's outstanding shares of Common Stock
and that a Section 11(a)(ii) Event shall not be deemed to occur until Tudor Trust becomes the beneficial
owner of 75% or more of the Company's outstanding shares of Common Stock.
NOW, THEREFORE, pursuant to Section 27 of the Rights Agreement, the
Company and the Rights Agent hereby amend the Rights Agreement as follows:
1. Paragraph (a) of Section 1 is hereby amended and restated in its entirety as
follows: "Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial
Owner of 20% or more of the shares of Common Stock then outstanding, but
shall not include 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. Notwithstanding the foregoing,
neither ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, nor any Affiliates or Associates of ▇▇▇▇▇
▇▇▇▇▇▇▇▇, shall be considered an Acquiring Person unless and until ▇▇▇▇▇
▇▇▇▇▇▇▇▇, together with all Affiliates and Associates of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
shall be the Beneficial Owner of 35
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or more of the shares of Common Stock then outstanding. Notwithstanding
the foregoing, neither Tudor Trust, nor any Affiliates or Associates of Tudor
Trust, shall be considered an Acquiring Person unless and until Tudor Trust,
together with all Affiliates and Associates of Tudor Trust, shall be the
Beneficial Owner of 75% or more of the shares of Common Stock then outstanding.
2. Paragraph (y) of Section 1 is hereby amended and restated in its entirety as
follows:
"Section 11(a)(ii) Event" shall mean any event described in Section
11(a)(ii)(A), (B) or (C) hereof. Notwithstanding the foregoing, a Section
11(a)(ii) Event shall not be deemed to have occurred pursuant to clause (B)
of Section 11(a)(ii) as a result of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, alone or together with
his Affiliates and Associates, becoming the Beneficial Owner of 30% or more
of the shares of Common Stock then outstanding unless and until ▇▇▇▇▇
▇▇▇▇▇▇▇▇, alone or together with his Affiliates and Associates, becomes the
Beneficial Owner of 35% or more of the shares of Common Stock then
outstanding (subject to the other provisions of said clause (B)).
Notwithstanding the foregoing, a Section 11(a)(ii) Event shall not be
deemed to have occurred pursuant to clause (B) of Section 11(a)(ii) as a
result of Tudor Trust, alone or together with its Affiliates and
Associates, becoming the Beneficial Owner of 30% or more of the shares of
Common Stock then outstanding unless and until Tudor Trust, alone or
together with its Affiliates and Associates, becomes the Beneficial Owner
of 75% or more of the shares of Common Stock then outstanding (subject to
the other provisions of said clause (B)).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
XYVISION, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and C.O.O.
ATTEST:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
ATTEST:
By: /s/
Name:
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