1
Exhibit 4.2
-----------
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. 1 to the Rights Agreement
---------------------------------------
Dear Mr. Herr:
Pursuant to Section 27 of the Rights Agreement (the "Rights
Agreement"), dated February 7, 1999, between Aeroquip-Vickers, Inc. (the
"Company") and First Chicago Trust Company of New York , as rights agent, the
Company, by resolution duly adopted by its Board of Directors, hereby amends the
Rights Agreement as follows:
1. Section 1(j) of the Rights Agreement is hereby amended to read in
its entirety as follows:
(j) "Expiration Date" shall mean the earliest of (i) the Close of
Business on the Final Expiration Date, (ii) the time at which the
Rights are redeemed as provided in Section 23, (iii) the time at which
all exercisable Rights are exchanged as provided in Section 24, or (iv)
immediately prior to the Effective Time (as defined in the Merger
Agreement).
2. Section 1(n) of the Rights Agreement is hereby amended by adding the
following new Section 1(nn) immediately thereafter:
(nn) "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
2
First Chicago Trust Company of New York
January 30, 1999
Page 2
corporation and a wholly-owned subsidiary of Parent ("Merger Sub").
3. 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
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.
4. The Rights Agreement shall not otherwise be supplemented or amended
by virtue of this Amendment No. 1 to the Rights Agreement, but shall remain in
full force and effect.
5. Capitalized terms used without other definition in this Amendment
No. 1 to the Rights Agreement shall be used as defined in the Rights Agreement.
6. This Amendment No. 1 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.
7. This Amendment No. 1 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.
8. This Amendment No. 1 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
9. Exhibits B and C to the Rights Agreement shall be deemed amended in
a manner consistent with this Amendment No. 1 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: /s/ Joanne Gorostiola
-----------------------
Name: Joanne Gorostiola
Title: Assistant Vice President