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AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT, made and entered into as of this 1st day of August, 1996, by
and between THE DURIRON COMPANY, INC. (the "Company") and KEYBANK NATIONAL
ASSOCIATION ("Key") is being executed under the following circumstances:
A. The Company and Bank One, Dayton, N.A. ("Bank One") entered into a
Rights Agreement dated August 1, 1986 ("Rights Agreement"), pursuant to
which Bank One was appointed to act as a rights agent (the "Rights
Agent") under the Rights Agreement. Bank One gave notice of its
resignation as Rights Agent under the Rights Agreement in 1987 with the
Company appointing an affiliate of Bank One as successor Rights Agent
pursuant to Section 21 of the Rights Agreement. Effective October 1,
1995 such affiliate of Bank One gave notice of its resignation of Rights
Agent. The Company, in accordance with Section 21 of the Rights
Agreement and in compliance with other provisions thereof, appointed
Society National Bank ("Society") as successor Rights Agent effective
October 1, 1995, and Society accepted the appointment of the position as
successor Rights Agent effective on October 1, 1995. Effective June 17,
1996, Key became the successor by merger to Society, and Key now serves
as Rights Agent.
B. NOW, THEREFORE, the Company and Key hereby amend the Rights Agreement as
follows, pursuant to Section 26 of the Rights Agreement:
1. The second sentence of Section 4 of the Rights Agreement is
amended by changing the figure "$30.00" to "$90.00".
2. Section 7(a) and Section 7(b) of the Rights Agreement are
amended and restated to read as follows:
EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF
RIGHTS.
(a) The Rights shall become exercisable
following the close of business on the Distribution
Date. The Rights may be exercised to purchase Preferred
Stock, except as otherwise provided herein, in whole or
in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of
election to purchase on the reverse side thereof duly
executed (with such signature duly guaranteed), to the
Rights Agent at the Securityholder Services Department
of the Rights Agent in Cleveland, Ohio, together with
payment of the Purchase Price with
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respect to each Right exercised, subject to adjustment as
hereinafter provided, at or prior to the close of business on
the earlier of (i) August 13, 2006 ("Final Expiration Date"), or
(ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (such earlier date being herein referred to as
the "Expiration Date").
(b) The Purchase Price for each one one-hundredth
(1/100) of a share of Preferred Stock issued pursuant to the
exercise of a Right shall initially be $90.00. The Purchase
Price and the number of shares of Preferred Stock or other
securities to be acquired upon exercise of a Right shall be
subject to adjustment from time to time as provided in Sections
11 and 13 hereof. The Purchase Price shall be payable in lawful
money of the United States of America, in accordance with
paragraph (c) below.
3. New Sections 7(e), 7(f) and 7(g) are added to the Rights Agreement and
shall read as follows:
(e) At any time after any Person becomes an
Acquiring Person, a majority of the members of the Board of
Directors who were in office at the time the Person became an
Acquiring Person (with such members being called "Continuing
Directors" hereafter) may, at their option, exchange all or part
of the then outstanding and exercisable Rights (exclusive of any
Rights that are or were at any time on or after the earlier of
the Stock Acquisition Date or the Distribution Date acquired or
beneficially owned by any Acquiring Person or any Associate or
Affiliate of any such Acquiring Person, or any transferee of
such Rights) (such excluded rights being hereinafter referred to
as the "Excluded Rights") for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right,
appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the Distribution
Date (such exchange ratio being hereinafter referred to as the
"Exchange Ratio").
(f) Immediately upon the action of the Continuing
Directors electing to exchange any Rights pursuant to Section
7(e) and without any further action and without any notice, the
right to exercise such Rights will terminate and thereafter the
only right of a holder of such Rights shall be to receive that
number of shares of Common Stock equal to the numbers of such
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Rights held by such holder multiplied by the Exchange Ratio. The
Company shall promptly thereafter give notice of such exchange
to the Rights Agent and the holders of the Rights to be
exchanged in the manner set forth in Section 24; provided that
the failure to give, or any defect in, such notice shall not
affect the validity of such exchange. Any notice which is mailed
in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of exchange
will state the method by which the exchange of shares of Common
Stock for Rights will be effected and, in the event of any
partial exchange, the number of Rights which will be exchanged.
Any partial exchange shall be effected pro rata based on the
number of Rights (other than Excluded Rights) held by each
holder of Rights.
(g) In any exchange pursuant to this Section 7, the
Company, at its option, may substitute another security (having
rights approximately equivalent to those then carried by a share
of Common Stock, such other security being hereinafter referred
to as a "Common Stock Equivalent") for shares of Common Stock
exchangeable for Rights, at the rate of one Common Stock
equivalent for each share of Common Stock, so that each Common
Stock Equivalent delivered in lieu of each share of Common Stock
shall have essentially the same dividend, liquidation and voting
rights as one share of Common Stock then has.
4. Exhibit B (Form of Right Certificate) is amended by changing the figure
"$30.00" to "$90.00".
The remainder of the Plan shall remain unchanged, and the Plan, as so amended
above, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Rights
Agreement as of the day and year first above written.
THE DURIRON COMPANY, INC. KEYBANK NATIONAL ASSOCIATION
By: Ronald F. Shuff By: Caroline Lukez-Byrne
Title: Vice President- Title: Assistant Vice President
Secretary & General Counsel