1
Exhibit 4.1
Annex A
-------
AEROQUIP-VICKERS, INC.
3000 Strayer
Maumee, Ohio 43537-0050
January 30, 1999
First Chicago Trust Company of New York
P.O. Box 2535, Suite 4693
Jersey City, New Jersey 07303-2535
Attention: John G. Herr
Re: Amendment No. 2 to the Rights Agreement
---------------------------------------
Dear Mr. Herr:
Pursuant to Section 26 of the Rights Agreement (the "Rights
Agreement"), dated January 26, 1989, as amended, between Aeroquip-Vickers, Inc.
(formerly TRINOVA Corporation) (the "Company") and First Chicago Trust Company
of New York (as successor to National Bank of Detroit), as rights agent, the
Company, by resolution duly adopted by its Board of Directors, hereby amends the
Rights Agreement as follows:
1. Section 1(p) of the Rights Agreement is hereby amended by
adding the following new Section 1(pp) immediately thereafter:
(pp) "MERGER AGREEMENT" means the Agreement and Plan of
Merger, dated as of January 31, 1999, among the Company, Eaton
Corporation, an Ohio corporation ("Parent") and Eaton
Industries, Inc., an Ohio corporation and a wholly-owned
subsidiary of Parent
("Merger Sub").
2. Section 1 of the Rights Agreement is hereby amended by
adding the following new paragraph at the end of that Section:
Notwithstanding anything in this Agreement to the
contrary, none of Parent, Merger Sub, any of their respective
Affiliates or Associates or any of their respective permitted
assignees or transferees shall be deemed an Acquiring Person
and none of a Distribution Date, a Share Acquisition Date, or
a Triggering Event
2
First Chicago Trust Company of New York
January 30, 1999
Page 2
shall be deemed to occur or to have occurred, in each such
case, by reason of the approval, execution or delivery of the
Merger Agreement, the consummation of the Merger (as defined
in the Merger Agreement) or the consummation of the other
transactions contemplated by the Merger Agreement.
3. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment No. 2 to the Rights Agreement, but shall
remain in full force and effect.
4. Capitalized terms used without other definition in this
Amendment No. 2 to the Rights Agreement shall be used as defined in the Rights
Agreement.
5. This Amendment No. 2 to the Rights Agreement shall be
deemed to be a contract made under the laws of the State of Ohio and for all
purposes will 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.
6. This Amendment No. 2 to the Rights Agreement may be
executed in any number of counterparts and 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.
7. This Amendment No. 2 to the Rights Agreement shall be
effective as of, and immediately prior to, the execution and delivery of the
Merger Agreement, and all references to the Rights Agreement shall, from and
after such time, be deemed to be references to the Rights Agreement as amended
hereby.
3
First Chicago Trust Company of New York
January 30, 1999
Page 3
8. Exhibits B and C to the Rights Agreement shall be deemed
amended in a manner consistent with this Amendment No. 2 to the Rights
Agreement.
Very truly yours,
AEROQUIP-VICKERS, INC.
By: /s/ James E. Kline
--------------------------
Name: James E. Kline
Title: Vice President and
General Counsel
Accepted and agreed to as of the
effective time specified above:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By:
--------------------------------
Name:
Title: