EXHIBIT 1
AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT
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This amendment, dated as of December 20, 1997, amends the Shareholder
Rights Agreement dated as of February 16, 1989, as amended and restated as of
March 12, 1990 (the "Rights Agreement") between Dynatech Corporation (the
"Company") and BankBoston, N.A. (formerly The First National Bank of Boston), as
Rights Agent (the "Rights Agent"). Terms defined in the Rights Agreement and
not otherwise defined herein are used herein as so defined.
W I T N E S S E T H
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WHEREAS, on February 16, 1989 the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, one share of the Company's Common Stock, par
value $.20 per share; and
WHEREAS, on February 16, 1989, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for every share of
Common Stock of the Company outstanding on the Record Date and authorized the
issuance of one Right (subject to certain adjustments) for each share of Common
Stock of the Company issued between the Record Date and the Distribution Date;
and
WHEREAS, on February 16, 1989, the Company and the Rights Agent
entered into the Rights Agreement, which was amended and restated on March 12,
1990 to set forth the description and terms of the Rights; and
WHEREAS, pursuant to Sections 27 and 29 of the Rights Agreement, the
Company now desires to amend certain provisions of the Rights Agreement in order
to supplement certain provisions therein;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(a) is amended by adding the following at the end
thereof:
"; and, provided, further, that as a result of the execution,
delivery and performance under, or consummation of the transactions
relating to and contemplated by the Agreement and Plan of Merger
dated as of December 20, 1997 by and among the Company and CDRD
Merger Corporation (the "Merger Agreement") CDRD Merger Corporation
shall not be deemed an Acquiring Person for any purpose of this
Agreement."
2. Section 1(b) is amended by adding the following at the end thereof:
"provided, however, that CDRD Merger Corporation shall not, during
the effectiveness of the Merger Agreement, be declared an Adverse
Person for any purpose of this Agreement."
3. Section 7(a) is amended to read in its entirety as follows:
" (a) Subject to Section 7(e) hereof, the registered holder of any
Right Certificate may exercise the Rights evidenced thereby (except
as otherwise provided herein) in whole or in part at any time after
the Distribution Date upon surrender of the Right Certificate, with
the form of election to purchase and the certificate on the reverse
side thereof duly executed, to the Rights Agent at the office or
offices of the Rights Agent designated for such purpose, together
with payment of the aggregate Exercise Price for the total number
of one two-thousandths of a share of Preferred Stock (or other
securities, cash or other assets, as the case may be) as to which
such surrender Rights are then exercised, at or prior to the
earlier of (i) the earlier of the Effective Time (as defined in the
Merger Agreement) and the close of business on February 16, 1999
(the "Final Expiration Date") or (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the earlier of (i)
or (ii) being herein referred to as the "Expiration Date"). Except
as set forth in Section 7(e) hereof and notwithstanding any other
provision of this Agreement, any Person who prior to the
Distribution Date becomes a record holder of shares of Common Stock
may exercise all of the rights of a registered holder of a Right
Certificate with respect to the Rights associated with such shares
of Common Stock in accordance with the provisions of this
Agreement, as of the date such Person becomes a record holder of
shares of Common Stock.
4. Except as expressly herein set forth, the remaining provisions of
the Rights Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment No. 1 has been signed to be
effective as of the close of business on the 20th day of December, 1997 by
authorized representatives of each of the Company and the Rights Agent.
DYNATECH CORPORATION
By: /s/ Allan M. Kline
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BANKBOSTON, N.A.
By: /s/ Carol Mulny-Eori
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