Exhibit 2
FIRST AMENDMENT TO RIGHTS AGREEMENT
Amendment dated June 14, 2002 ("Amendment") to the Rights Agreement
("Agreement"), dated as of September 28, 1999, between Syncor International
Corporation, a Delaware corporation (the "Company"), and American Stock
Transfer & Trust Co. (the "Rights Agent").
Pursuant to Section 27 of the Agreement, this Amendment is being
executed by the Company and the Rights Agent for the purpose of amending
the Agreement as set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at the end of
Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, none of Cardinal Health, Inc. ("Parent"), its Subsidiaries,
Affiliates or Associates, including Mudhen Merger Corp. ("Purchaser"), is,
nor shall any of them be deemed to be, an Acquiring Person (as defined in
the Agreement) by virtue of (i) their acquisition, or their right to
acquire, beneficial ownership of Common Stock of the Company as a result of
their execution of the Agreement and Plan of Merger, dated June 14, 2002
among Parent, Purchaser and the Company (the "Merger Agreement"), (ii) the
consummation of the Merger (as defined in the Merger Agreement), or (iii)
any other transaction contemplated by the Merger Agreement, it being the
purpose of the Company in adopting this amendment to the Agreement that
neither the execution of the Merger Agreement by any of the parties nor the
consummation of the transactions contemplated thereby shall in any respect
give rise to any provision of the Agreement becoming effective."
2. Section 1(l) shall be amended by inserting the following at the end of
Section 1(l):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Stock Acquisition Date shall not occur by reason of the
execution of the Merger Agreement, the consummation of the Merger, or any
other transaction contemplated by the Merger Agreement."
3. Section 1(n) shall be amended by inserting the following at the end of
Section 1(n):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Triggering Event shall not occur by reason of the execution of
the Merger Agreement, the consummation of the Merger, or any other
transaction contemplated by the Merger Agreement."
4. Section 3(a) shall be amended by inserting the following at the end of
Section 3(a):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Distribution Date shall not occur by reason of the execution
of the Merger Agreement, the consummation of the Merger, or any other
transaction contemplated by the Merger Agreement."
5. A new Section 35 is hereby added reading in its entirety as follows:
"This Agreement and the Rights established hereby will terminate in all
respects immediately prior to the consummation of the Merger."
6. If for any reason the Merger Agreement is terminated and the Merger is
abandoned, then the Amendment shall be of no further force and effect
and the Agreement shall remain exactly the same as it existed
immediately prior to execution of the Amendment.
7. This Amendment shall be deemed to be entered into under the laws of
the State of Delaware and for all purposes shall 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.
8. This Amendment 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.
The term "Agreement" as used in the Agreement shall be deemed to refer
to the Agreement as amended hereby, and all references to the Agreement
shall be deemed to include this Amendment. This Amendment shall be
effective as of the date first written above, and except as expressly set
forth herein, the Agreement shall remain in full force and effect and
otherwise shall be unaffected hereby.
Entered into as of the date first written above,
SYNCOR INTERNATIONAL
By:/s/Xxxxx Xx
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Name: Xxxxx Xx
Attest: /s/ Xxxxx Xxxxxx
AMERICAN STOCK TRANSFER &
TRUST CO.,
As Rights Agent
By:/s/Xxxxx Xxxxx
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Authorized Signature
