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Exhibit 4.1
AMENDMENT XX. 0
Xxxxxxxxx Xx. 0, dated October 16, 1997, to the Shareholder Protection Rights
Agreement, dated as of October 6, 1995 (the "Agreement"), between Intermet
Corporation, a Georgia corporation (the "Company") and Trust Company Bank, as
Rights Agent (the "Rights Agent"). Capitalized terms used herein and not
defined have the meaning set forth in the Agreement.
WITNESSETH:
WHEREAS, the Company and the Rights Agent have entered into the Agreement;
WHEREAS, Section 5.4 of the Agreement provides that the Company and the Rights
Agent may supplement or amend the Agreement in any respect without the approval
of any holders of Rights prior to the Flip-in Date;
WHEREAS, the Flip-in Date has not occurred;
WHEREAS, the Company desires to amend the Rights Agreement as follows, and the
Rights Agent is required to duly execute and deliver any amendment requested by
the Company which satisfies the terms of Section 5.4 of the Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereby agree as
follows:
1. The definition of Acquiring Person set forth in Section 1.1 of the
Agreement is amended to delete "or" before (iii) and to add to the end of
the first sentence of such definition the following:
"or (iv) who is the Beneficial Owner of 10% or more but less than 15% of the
outstanding shares of Common Stock and who is one of the types of institutional
investors enumerated under Rule 13d-1(b)(I)(ii) promulgated pursuant to the
Securities Exchange Act of 1934, as amended, as in effect on the date hereof
and who is, and remains, entitled to file a Schedule 13G under Rule 13d-1(b),
as such rule may be amended from time to time."
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AMENDMENT NO. 1 contd. Page 2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly executed as of the date first above written.
INTERMET CORPORATION
By: /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
Chairman & CEO
TRUST COMPANY BANK
By: /s/ X. X. Xxxx
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X. X. Xxxx
Group Vice President
