EXHIBIT 4.05
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement dated October 20, 1999
("Amendment") hereby amends the Rights Agreement ("Agreement"), dated as of
September 18, 1998, between Premisys Communications, Inc., a Delaware
corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New
Jersey limited liability corporation (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 as
paragraph (C) at the end of Section 1(a):
(C) "None of Zhone Technologies, Inc. ("Parent"), Zhone
Acquisition Corp. ("Merger Sub") or their respective subsidiaries,
Affiliates or Associates shall be an Acquiring Person pursuant to
this Agreement solely by virtue of their acquisition, or their
right to acquire, beneficial ownership of shares of the Company as
a result of their execution of the Agreement and Plan of Merger
dated as of [October 20, 1999], among Parent, Merger Sub and the
Company (the "Merger Agreement"), the Company Option Agreement of
even date herewith between the Company and Parent (the "Option
Agreement") and the Stockholders Agreement of even date herewith
between Parent, Merger Sub and Messrs. Lin, Xxxxxxxx and Xxxxxxxx
(the "Stockholders Agreement") or the consummation of the Offer
(as defined in the Merger Agreement) or the Merger (as defined by
the Merger Agreement) or the consummation of any other transaction
contemplated by the Merger Agreement, the Option Agreement or the
Stockholders Agreement."
2. Section 1(h) shall be amended and restated in its entirety as
follows:
""DISTRIBUTION DATE" shall have the meaning set forth in Section 3
hereof; provided however that notwithstanding any provision to the
contrary in this Agreement, a Distribution Date shall not occur
solely by reason of the execution of the Merger Agreement, the
Option Agreement or the Stockholders Agreement, the consummation
of the Offer or the Merger, or the consummation of any other
transaction contemplated by the Merger Agreement, the Option
Agreement or the Stockholders Agreement."
3. Section 1(o) shall be amended by inserting the following at the
end of Section 1(o):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Shares Acquisition Date shall not occur solely
by reason of the execution of the Merger Agreement, the Option
Agreement or the Stockholders Agreement, the consummation of the
Offer or the Merger, or the consummation of any other transaction
contemplated by the Merger Agreement, the Option Agreement or the
Stockholders Agreement."
4. Section 7(a)(i) shall be amended and restated in its entirety to
read as follows:
"(i) (x) immediately prior to the Effective Time (as defined in
the Merger Agreement) of the Merger or (y) the Close of Business
on September 18, 2008."
5. (a) 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.
(b) 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.
6. As amended hereby, the Agreement shall remain in full force and
effect.
Premisys Communications, Inc.
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Chief Financial Officer
ChaseMellon Shareholder Services, L.L.C., as Rights Agent
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Assistant Vice President
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