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EXHIBIT 4.8
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment"), dated as of
December 13, 1999, is between Teltrend Inc., a Delaware corporation (the
"Company"), and LaSalle Bank National Association, as Rights Agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of January 16, 1997, as amended by Amendment No. 1 to
Rights Agreement, dated as of June 1, 1998, between the Company and the Rights
Agent (collectively, the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent desire to further amend the Rights Agreement as set forth
below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of Section 1.
Section 1 of the Rights Agreement is amended by adding thereto new
subsection (ff) which shall read as follows:
"(ff) 'Merger Agreement' shall mean the Agreement and Plan
of Merger, dated as of December 13, 1999, by and among
Westell Technologies, Inc., Theta Acquisition Corp. and the
Company, as the same may be amended from time to time."
2. Amendment of Section 7.
Paragraph (a) of Section 7 of the Rights Agreement is amended by
deleting the word "or" immediately preceding clause (iii) thereof and by adding
the following new phrase immediately following clause (iii) thereof: "or (iv)
immediately prior to the Effective Time (as defined in the Merger Agreement)."
3. Addition of New Section 35.
The Rights Agreement is amended by adding a Section 35 thereof which
shall read as follows:
"Section 35. Exception For Merger Agreement. Notwithstanding
any provision of this Agreement to the contrary, neither a
Distribution Date, Flip-In Event nor a Stock Acquisition Date
shall be deemed to have occurred, none of Parent, Subsidiary
(as these terms are defined in the Merger Agreement) or any of
their Affiliates or Associates
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shall be deemed to have become an Acquiring Person, and no
holder of any Rights shall be entitled to exercise such
Rights under, or be entitled to any rights pursuant to, any
of Sections 3(a), 7(a), 11(a) or 13 of this Agreement, in
any such case by reason of (a) the approval, execution or
delivery of the Merger Agreement or any amendments thereof
approved in advance by the Board of Directors of the Company
or (b) the commencement or, prior to termination of the
Merger Agreement, the consummation of any of the
transactions contemplated by the Merger Agreement in
accordance with the provisions of the Merger Agreement,
including the Merger (as defined in the Merger Agreement)."
4. Effectiveness.
This Amendment shall be deemed effective as of December 13, 1999 as if
executed by both parties hereto on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
5. Miscellaneous.
This Amendment shall be deemed to be a contract made 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. This Amendment may be executed in any
number of counterparts, 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. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal, or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
THE REMAINDER OF THIS PAGE WAS LEFT INTENTIONALLY BLANK
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
TELTREND INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Senior Vice President, Finance
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LASALLE BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: First Vice President
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