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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is entered
into, as of this 26th day of November, 1997, by and between Dominion Bridge
Corporation, a Delaware corporation (the "Company"), and Continental Stock
Transfer & Trust Company (the "Rights Agent").
W I T N E S S E T H
WHEREAS, on November 26, 1996 the Board of Directors approved a Rights
Agreement (the "Agreement") between the Company and the Rights Agent providing
for the issuance of Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the
Agreement in the manner hereinafter provided, which Amendment has been approved
in accordance with Section 26 of the Agreement;
1. Certain Definitions.
(A) Except as otherwise defined in this Amendment, capitalized
terms shall have the meanings ascribed to them in the Agreement.
(B) For purposes of the Agreement, the term "Acquiring Person"
shall mean any Person who or which, together with all Affiliates and Associates
of such Person, shall be the Beneficial Owner of outstanding shares of capital
stock representing 15% or more of the Voting Power, but shall not include the
Company, any Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of any
such plan, Xxxxxx X. Xxxxxxxxx or any Affiliate or Associate of Xxxxxx X.
Xxxxxxxxx, and those Persons who were parties to a certain Schedule 13D filed
with the Commission on August 19, 1997 pursuant to the Exchange Act, and
amended on September 16, 1997, November 3, 1997 and November 21, 1997, provided
that no such Person acquires Beneficial Ownership of more than 23% of the
Voting Power of the capital stock of the Company.
2. Continuing Effect. Except as provided in this Amendment,
the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
Attest: DOMINION BRIDGE CORPORATION
By /s/ Xxxxxxx Xxxxxxx By /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxxxx
Title: Vice President and Title: President
General Counsel,
Corporate Secretary
Attest: CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
By /s/ Xxxxxx Xxxxxxxx By /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxxxx
Title: Assistant Secretary Title: Vice President
