SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to Rights Agreement (the "Amendment") is entered
into as of August 23, 1999, between OEA, Inc., a Delaware corporation (the
"Company"), ChaseMellon Shareholder Services, L.L.C. (the "Predecessor Rights
Agent") and LaSalle Bank National Association (the "Successor Rights Agent").
WHEREAS, the Company and the Predecessor Rights Agent are parties to that
certain Rights Agreement, dated as of March 25, 1998, as amended by the First
Amendment to Rights Agreement, dated as of February 19, 1999 (the "Rights
Agreement");
WHEREAS, pursuant to Section 21 of the Rights Agreement, the Company has
appointed the Successor Rights Agent to assume the duties of the "Rights Agent"
under the Rights Agreement; and
WHEREAS, The Company, the Successor Rights Agent and the Predecessor
Rights Agent, wish to provide for certain matters to ensure an orderly
transition of the Rights Agent duties.
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. SUCCESSION. Effective on August 23, 1999 and pursuant to Section 21
of the Rights Agreement, (i) the Successor Rights Agent is hereby appointed as
the Rights Agent under the Rights Agreement and is hereby vested with the
powers, rights, duties and responsibilities thereof under the Rights Agreement
and hereby assumes such position and agrees to discharge the duties thereof
under the Rights Agreement until its removal or resignation, and (ii) the
Predecessor Rights Agent is hereby discharged from its duties as Rights Agent
under the Rights Agreement.
3. REPRESENTATIONS OF SUCCESSOR RIGHTS AGENT. The Successor Rights Agent
represents and warrants to the Company as follows: (i) it is a corporation
organized and doing business under the laws of the United States, (ii) it is
duly organized and in good standing under the laws of its home jurisdiction and
is qualified to do business in New York, (iii) it maintains a drop location in
the State of New York, (iv) it is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority, and (v) it has a combined capital and
surplus of at least $50 million.
4. COVENANT OF PREDECESSOR RIGHTS AGENT. The Predecessor Rights Agent
agrees to deliver and transfer to the Successor Rights Agent any property
relating to the Company and the Rights Agreement held by it and to execute and
deliver any further assurance, conveyance, act or deed necessary for the purpose
of this Amendment.
5. EFFECT OF AMENDMENT. Except as expressly amended hereby, the Rights
Agreement shall remain in full force and effect.
6. 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.
7. GOVERNING LAW. 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.
8. 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.
9. 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., the Company
By: /s/ JOHN E. BANKO
-------------------------------------
Name: John E. Banko
Title: Assistant Treasurer
LASALLE BANK NATIONAL ASSOCIATION,
as Successor Rights Agent
By: /s/ GREGORY MALATIA
-------------------------------------
Name: Gregory Malatia
Title: First Vice President
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.,
as Predecessor Rights Agent
By: /s/ MONA VORHEES
-------------------------------------
Name: Mona Voorhees
Title: Assistant Vice President
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