PREFERRED SHARES RIGHTS AGREEMENT AMENDMENT
This Amendment, dated as of November 29, 1999, to the Preferred Shares
Rights Agreement, dated as of April 9, 1997 (the "Rights Agreement"), is between
Mecon, Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder
Services, L.L.C. (the "Rights Agent").
The Company and the Rights Agent have heretofore executed and entered
into the Rights Agreement. Pursuant to Section 27 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or amend the
Rights Agreement in accordance with the provisions of Section 27 thereof. All
acts and things necessary to make this Amendment a valid agreement according to
its terms have been done and performed, and the execution and delivery of this
Agreement by the Company and the Rights Agent have been in all respects
authorized by the Company and the Rights Agent.
In consideration of the foregoing premises and mutual agreements set
forth in the Rights Agreement and this Amendment, the parties hereto agree as
follows:
1. Section 1(a) of the Rights Agreement is hereby amended by adding
as the final sentence thereto the following:
Notwithstanding anything in this Agreement to the contrary,
neither General Electric Company ("Parent") nor any Affiliate of Parent
shall be deemed an Acquiring Person as a result of securities acquired
pursuant to (i) the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of November 29, 1999, among the Company, Parent and Diamond Merger
Corp., (ii) the Stock Option Agreement (the "Stock Option Agreement"),
dated as of November 29, 1999, between the Company and Parent or (iii) the
Stockholder Agreement (the "Stockholder Agreement"), dated as of November
29, 1999, among Parent, The Devan Family Trust, the Xxxxxxxxx 1995 Trust,
Xxxx Xxxxx and Xxxx Xxxxxxxxx.
2. Section 1(l) of the Rights Agreement is hereby amended by adding
as the final sentence thereto the following:
Notwithstanding anything in this Agreement to the contrary, no Distribution
Date shall be deemed to have occurred as a result of the approval,
execution or delivery of the Merger Agreement, the Stock Option Agreement
or the Stockholder Agreement or the consummation of the transactions
contemplated thereunder, including the Merger (as defined in the Merger
Agreement).
3. Section 1(q) of the Rights Agreement is hereby amended to add
"(ii) immediately prior to the Effective Time (as defined in the Merger
Agreement)" after the words "Final Expiration Date," and to renumber clauses
(ii) and (iii) to (iii) and (iv).
4. Section 1(oo) of the Rights Agreement is hereby amended by adding
as the final sentence thereto the following:
Notwithstanding anything in this Agreement to the contrary, no Triggering
Event shall be deemed to have occurred as a result of (i) the approval,
execution or delivery of the Merger Agreement, the Stock Option Agreement
or the Stockholder Agreement or the consummation of the transactions
contemplated thereunder, including the Merger (as defined in the Merger
Agreement).
5. Except as expressly amended hereby, the Rights Agreement remains
in full force and effect in accordance with its terms.
6. The Rights Agreement, as amended by this Amendment, and each
Right and each Rights Certificate exist under and pursuant to the Delaware
General Corporation Law.
7. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
8. This Amendment to the Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed an original, and all such counterparts shall together constitute but one
and the same instrument.
9. Except as expressly set forth herein, this Amendment to the
Rights Agreement shall not by implication or otherwise alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Rights Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to the Rights Agreement to be duly executed as of the day and year
first above written.
MECON, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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Title: President
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CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ ChaseMellon Shareholder Services
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Name:
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Title:
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