SECOND AMENDMENT
TO
SHAREHOLDER RIGHTS AGREEMENT
March 29, 2001
Second Amendment to that certain Shareholder Rights Agreement, (the
"Agreement"), made as of October 21, 1999 and amended as of January 4, 2000,
between CORE, INC., a Massachusetts corporation (the "Company"), and State
Street Bank and Trust Company, a Massachusetts chartered trust company (the
"Rights Agent").
Capitalized terms used herein and not otherwise defined will have the
meanings ascribed to them in the Agreement.
WHEREAS, pursuant to the provisions of Section 27 of the Agreement,
prior to the occurrence of a Section 11(a)(ii) Event, the Company and the Rights
Agent shall, if the Board of Directors of the Company so directs, supplement or
amend any provision of this Agreement as the Board of Directors of the Company
may deem necessary or desirable without the approval of any holders of
certificates representing shares of Common Stock of the Company;
WHEREAS, as of the date hereof there has not occurred a Section
11(a)(ii) Event;
WHEREAS, the Company and Fortis, Inc. ("Fortis") have, as of the date
hereof, entered into an Agreement and Plan of Merger (the "Merger Agreement"),
providing for the acquisition by Fortis of all of the outstanding Common Stock
of the Company;
WHEREAS, on March 29, 2001, the Board of Directors of the Company voted
to amend the Agreement to exempt from the provisions of the Agreement, the
execution of the Merger Agreement and the acquisition and ownership of shares of
the Common Stock of the Company by Fortis or any of its Affiliates or Associates
pursuant to the Merger Agreement so that, as a result of the actions to be taken
pursuant to the terms of the Merger Agreement, no Distribution Date or Section
11(a)(ii) Event will occur under the Agreement;
NOW, THEREFORE, pursuant to the provisions of Section 27 of the
Agreement, the Company and the Rights Agent hereby agree as follows:
1. The Agreement is hereby amended so that Fortis shall be deemed to be
a "Grandfathered Person" under the Agreement. In furtherance thereof, the
Company and the Rights Agent hereby amend SECTION 1(q) of the Agreement so that,
as amended, it shall read in its entirety as follows:
"(q) "GRANDFATHERED PERSON" shall mean any of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ &
Co., LLC, (ii) Warburg, ▇▇▇▇▇▇ Asset Management, Inc., (iii) ▇▇▇▇▇▇
Securities (PROVIDED, HOWEVER, that any Affiliate or Associate of
▇▇▇▇▇▇
Securities shall be deemed to be a Grandfathered Person only
during such time as such Person continues to be an Affiliate or
Associate of ▇▇▇▇▇▇ Securities) or (iv) Fortis, or any of their
respective Affiliates or Associates."
2. The Agreement is hereby amended so that the "Grandfathered
Percentage" of Fortis under the Agreement shall be all shares of Common Stock of
the Company acquired by Fortis or any of its Affiliates or Associates pursuant
to the terms of the Merger Agreement. In furtherance thereof, the Company and
the Rights Agent hereby amend SECTION 1(p) of the Agreement so that, as amended,
it shall read in its entirety as follows:
"(p) "GRANDFATHERED PERCENTAGE" shall mean, (i) with respect to any
Grandfathered Person, other than ▇▇▇▇▇▇ Securities or Fortis or any of
their respective Affiliates or Associates, the percentage of the
outstanding shares of Common Stock that such Grandfathered Person,
together with all Affiliates and Associates of such Grandfathered
Person, beneficially owns as of the Grandfathered Time plus an
additional two percent (2%); (ii) with respect to ▇▇▇▇▇▇ Securities or
any of its Affiliates or Associates, twenty (20%) percent of the
outstanding shares of Common Stock of the Company; and (iii) with
respect to Fortis or any of its Affiliates or Associates, all of the
shares of Common Stock of the Company acquired by Fortis or any of its
Affiliates or Associates pursuant to the terms of the Merger Agreement;
provided, however, that, in the event any Grandfathered Person other
than ▇▇▇▇▇▇ Securities or any of its Affiliates or Associates shall
sell, transfer, or otherwise dispose of any outstanding shares of
Common Stock after the Grandfathered Time, the Grandfathered Percentage
shall, subsequent to such sale, transfer or disposition, mean, with
respect to such Grandfathered Person, the lesser of (i) the
Grandfathered Percentage as in effect immediately prior to such sale,
transfer or disposition or (ii) the percentage of outstanding shares of
Common Stock that such Grandfathered Person beneficially owns
immediately following such sale, transfer or disposition plus an
additional two percent (2%)."
3. The Agreement is hereby amended to provide for the continuation of
Fortis' status as a Grandfathered Person under certain circumstances. In
furtherance thereof, the Company and the Rights Agent hereby amend SECTION 1(a)
of the Agreement by striking the final sentence of the first paragraph of
SECTION 1(a) and replacing it with the following sentence:
"Any Grandfathered Person who after the Grandfathered Time becomes the
Beneficial Owner of less than 15% of the shares of Common Stock of the
Company then outstanding shall cease to be a Grandfathered Person;
PROVIDED, HOWEVER, that the provisions of this sentence shall not apply
to ▇▇▇▇▇▇ Securities or Fortis or any of their respective Affiliates or
Associates."
4. Except as otherwise expressly provided herein, all provisions of the
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as an instrument under seal and attested, all as of the day and
year first above written.
Attest: CORE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇
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Assistant Clerk Title: Chairman and Chief Executive Officer
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Attest: STATE STREET BANK AND
TRUST COMPANY, as rights agent
By: /s/ [ILLEGIBLE] By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Division President
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