FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement (the "Amendment") is entered into
as of February 19, 1999, between OEA, Inc., a Delaware corporation, (the
"Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement, dated as of March 25, 1998 (the "Rights Agreement"); and
WHEREAS, the Board of Directors of the Company has approved an amendment
to the Rights Agreement pursuant to Section 27 thereof.
NOW THEREFORE, in consideration of the promises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. CERTAIN DEFINITIONS. For purposes of this Amendment, capitalized
terms not otherwise defined shall have the meaning given them in the Rights
Agreement.
2. AMENDMENT. Section 1(a) of the Rights Agreement is hereby amended
in its entirety to read as follows:
"Acquiring Person" shall mean any Person (as such term is hereinafter
defined) who or which, together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as
such term is hereinafter defined) of 15% or more of the Common Shares of the
Company then outstanding, but shall not include (i) the Company; (ii) any
Subsidiary (as such term is hereinafter defined) of the Company; (iii) any
employee benefit plan of the Company or any Subsidiary of the Company, or any
entity holding Common Shares for or pursuant to the terms of any such plan; (iv)
Ahmed D. Kafadar, Charles B. Kafadar, Maryanna B. Kafadar, members of their
respective families and their respective descendants (the "Kafadar Family"),
heirs or legatees of any of the Kafadar Family members, transferees by will,
laws of descent or distribution or by operation of law of any of the foregoing
(including of any such transferees) (including any executor or administrator of
any estate of any of the foregoing), The Maryanna B. Kafadar Family Trust, The
Ahmed D. Kafadar Family Trust, The Ahmed D. Kafadar Marital Trust, or any trust
or foundation to which any of the foregoing has transferred or may transfer
securities of the Company, any trust established primarily for the benefit of,
or any other Person the beneficial owners of which consist primarily of, any of
the foregoing or any Affiliates or Associates of any of the foregoing (including
any beneficiary or trustee, manager or director of any of the foregoing or any
other Person serving any such entity in a similar capacity) (collectively, the
"Kafadar Entities"); (v) Reich & Tang Asset Management L.P., at any time prior
to becoming the Beneficial Owner of 20% or more of the Common Shares of the
Company then outstanding, but only for so long as Reich & Tang Asset
Management L.P. is not required to file a Schedule 13D and is able to avail
itself of the exemption provided by Rule 13d-1(c) under the Securities Exchange
Act of 1934, as amended (or similar successor provisions, rules or regulations);
and (vi) any Person that inadvertently (as determined in good faith by the Board
of Directors of the Company whose determination shall be final and binding)
became an Acquiring Person as a result of the beneficial ownership of any
securities beneficially owned at any time by any Kafadar Entity. Notwithstanding
the foregoing, no Person shall become an "Acquiring Person" as the result of an
acquisition of Common Shares by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares beneficially
owned by such Person to 15% or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person shall become the Beneficial
Owner of 15% or more of the Common Shares of the Company then outstanding by
reason of share purchases by the Company and shall, after such share purchases
by the Company, become the Beneficial Owner of any additional Common Shares of
the Company, then such Person shall be deemed to be an "Acquiring Person."
Notwithstanding the foregoing, if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an "Acquiring
Person," as defined pursuant to the foregoing provisions of this paragraph (a),
has become such inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the foregoing provisions
of this paragraph (a), then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement.
3. EFFECT OF AMENDMENT. Except as expressly amended hereby, the Rights
Agreement shall remain in full force and effect.
4. SEVERABILITY. If any term, provision, covenant or restriction of
this Amendment is held by a court of competent jurisdiction or other authority
to be invalid, void 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 affected, impaired or invalidated.
5. GOVERNING LAW. This Amendment and each Right Certificate issued
hereunder 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.
6. 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.
7. DESCRIPTIVE HEADINGS. Descriptive headings of the several Sections
of this Amendment are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their seals attested, all as of the day and year first above
written.
OEA, INC.
By:/s/ J. Thompson McConathy
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Name: J. Thompson McConathy
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Title: Vice President Finance
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CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By:/s/ Paul Collins
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Name: Paul Collins
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Title: Assistant Vice President
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