AMENDMENT No. 1 dated as of November 8, 2000 (this
"Amendment"), to the RIGHTS AGREEMENT dated as of February
1, 2000 (the "Rights Agreement"), between PRIMEX
TECHNOLOGIES, INC., a Virginia corporation (the "Company"),
and THE BANK OF NEW YORK, a New York banking corporation, as
Rights Agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in accordance with
Section 26 thereof, the following actions are hereby taken prior to executing
the Merger Agreement referred to below:
SECTION 1. Amendments to Rights Agreement. The Rights Agreement is
hereby amended as follows:
(a) The following definitions shall be added in appropriate
alphabetical order to Section 1 of the Rights Agreement:
'"Merger Agreement" shall mean the Agreement and Plan of Merger dated
as of November 9, 2000, among the Company, the Parent Corporation and
Merger Sub, as amended, supplemented or otherwise modified from time to
time.'
'"Merger Sub" shall mean Mars Acquisition Corporation, a wholly-owned
subsidiary of the Parent Corporation and a Delaware corporation.'
'"Parent Corporation" shall mean General Dynamics Corporation, a
Delaware corporation.'
(b) Section 3 of the Rights Agreement shall be amended by inserting
the following new subsection (e) at the end thereof:
"(e) Notwithstanding anything in this Rights Agreement to the
contrary, (i) none of the Parent Corporation, Merger Sub or any of
their respective Affiliates or Associates shall be deemed to be an
Acquiring Person, either individually or collectively, (ii) no
Distribution Date or Business Combination shall occur, (iii) no Rights
shall separate from Common Shares or otherwise become exercisable and
(iv) no adjustment shall be made pursuant Section 11 or 12, in each
case solely by virtue of (A) the announcement of the Merger (as such
term is defined in the Merger Agreement), (B) any deemed acquisition
of Common Shares by the Parent Corporation or Merger Sub pursuant to
the Merger, (C) the execution of the Merger Agreement or (D) the
consummation of the Merger or of the other transactions contemplated
by the Merger Agreement in accordance with the terms thereof."
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SECTION 2. Full Force and Effect. Except as expressly amended hereby,
the Rights Agreement shall continue in full force and effect in accordance with
the provisions thereof on the date hereof.
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia applicable
to contracts to be made and performed entirely within such Commonwealth, except
that the duties and rights of the Rights Agent shall be governed by the law of
the State of New York without reference to the choice of law doctrine of such
State.
SECTION 4. Counterparts. 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.
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IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be duly executed as of the day and year first above written and as
of the time specified herein.
PRIMEX TECHNOLOGIES, INC.
by: /s/ George H. Pain
-------------------
Name: George H. Pain
Title: Vice President, General Counsel
and Secretary
THE BANK OF NEW YORK,
as Rights Agent,
by: /s/ John I. Sivertsen
----------------------
Name: John I. Sivertsen
Title: Vice President
