EXECUTION COPY
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT, dated as of June 23, 1997, is between INTEGON
CORPORATION, a Delaware corporation (the "Company"), and FIRST CHICAGO TRUST
COMPANY OF NEW YORK, (the "Rights Agent").
RECITALS
The Company and the Rights Agent are parties to a Rights Agreement
dated as of January 22, 1997 (the "Rights Agreement").
General Motors Acceptance Corporation, a New York corporation, and
the Company have entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which a wholly owned direct or indirect subsidiary of
Parent ("Merger Sub") will merge with and into the Company and all the Company
Common Stock will be converted into the right to receive an amount of cash equal
to the Common Stock Price Per Share and all of the Company Convertible Preferred
Stock will remain outstanding (the "Merger"). The Board of Directors of the
Company has approved the Merger Agreement and the Merger. Capitalized terms used
herein but not defined shall have the meanings ascribed to them in the Merger
Agreement.
Pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable to reflect the
foregoing and the Company and the Rights Agent desire to evidence such amendment
in writing.
Accordingly, the parties agree as follows:
1. AMENDMENT OF SECTION 1(A). Section 1(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
neither Parent nor Merger Sub, nor any Affiliate or Associate of Parent or
Merger Sub, shall be deemed to be an Acquiring Person solely by virtue of
(i) the execution and delivery of the Merger Agreement, (ii) becoming the
Beneficial Owner of Company Common Stock (as defined in the Merger
Agreement) pursuant to the Merger Agreement, or (iii) the consummation of
the Merger or the other transactions contemplated in the Merger
Agreement."
2. ADDITIONS TO SECTION 1. The following subsections are added to
Section 1 of the Rights Agreement at the end thereof:
"(z) 'Merger' shall mean the consummation of the transaction pursuant to
which the Merger Sub will merge with and into the Company and all the
Company Common Stock will be converted into the right to receive an amount
of cash.
(aa) 'Merger Agreement' shall mean the Agreement and Plan of Merger dated
as of June 23, 1997, between Parent and the Company, as amended from time
to time.
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(ab) 'Merger Sub' shall mean a Delaware corporation, wholly owned direct
or indirect subsidiary of Parent, or any other subsidiary of Parent that
is substituted for Merger Sub pursuant to the Merger Agreement.
(ac) 'Parent' shall mean General Motors Acceptance Corporation, a New York
corporation."
3. AMENDMENT OF SECTION 3(A). Section 3(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as the
result of (i) the execution and delivery of the Merger Agreement, (ii)
Parent or Merger Sub, or any Affiliate or Associate of Parent or Merger
Sub, becoming the Beneficial Owner of Company Common Stock (as defined in
the Merger Agreement) pursuant to the Merger Agreement or (iii) the
consummation of the Merger or the other transactions contemplated in the
Merger Agreement."
4. AMENDMENT OF SECTION 7(A). Section 7(a) of the Rights
Agreement is amended by:
(1) deleting the term "or" from clause (ii) replacing it
with ",",
(2) inserting the following after clause (iii):
"or (iv) the Effective Time, as that term is defined in the Merger
Agreement" and
(3) deleting the final parenthetical phrase and
inserting the following in its place:
"(the earliest of the times described in clauses (i), (ii), (iii)
and (iv) above being herein referred to as the "Expiration Date")
5. AMENDMENT OF SECTION 13. Section 13 of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, (i)
the execution of the Merger Agreement, (ii) Parent or Merger Sub, or any
Affiliate or Associate of Parent or Merger Sub, becoming the Beneficial
Owner of Company Common Stock (as defined in the Merger Agreement)
pursuant to the Merger Agreement or (iii) the consummation of the Merger
or the other transactions contemplated in the Merger Agreement
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shall not be deemed to be a Section 13 Event and shall not cause the
Rights to be adjusted or exercisable in accordance with Section 13."
6. EFFECTIVENESS. This Amendment shall be deemed effective as of
June 23, 1997 as if executed on such date. Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
7. MISCELLANEOUS. This Amendment shall be deemed to be a contract
made 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. This Amendment
may be executed in any number of counterparts, 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. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected, impaired or invalidated.
EXECUTED as of the date set forth above.
Attest: INTEGON CORPORATION
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx X. XxXxxxxx
--------------------------------- ----------------------------------
Name: Xxxx X. Xxxxx Name: Xxxx X. XxXxxxxx
Title: Secretary Title: President and Chief Executive
Officer
FIRST CHICAGO TRUST COMPANY OF
Attest: NEW YORK
By: /s/ By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------- ----------------------------------
Name: Name: Xxxxxxxx X. Xxxxx
Title: Assist. Vice President Title: Vice President