EXHIBIT 4.1
SUBSTITUTION OF SUCCESSOR RIGHTS AGENT
AND AMENDMENT NO. 1 TO RIGHTS AGREEMENT
SUBSTITUTION OF SUCCESSOR RIGHTS AGENT AND AMENDMENT NO. 1 (this
"Amendment"), dated as of September 15, 1997, to that certain RIGHTS AGREEMENT
(the "Rights Agreement"), dated as of January 23, 1996, between AK Steel Holding
Corporation, a Delaware corporation (the "Company"), and The Fifth Third Bank,
an Ohio banking association with its principal place of business at 00 Xxxxxxxx
Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000 ("Fifth Third").
W I T N E S S E T H:
WHEREAS, as of January 23, 1996, the Company and The Bank of New York
("BONY") entered into a Rights Agreement relating to the Company's outstanding
Series A Junior Preferred Stock purchase rights; and
WHEREAS, pursuant to Section 21 of the Rights Agreement, BONY has
resigned as Rights Agent under the Rights Agreement effective as of the date
hereof; and
WHEREAS, the Company has appointed Fifth Third as successor Rights
Agent under the Rights Agreement, and Fifth Third has agreed to accept such
appointment as of the date hereof;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Successor Rights Agent. Effective as of September 15, 1997, Fifth
Third shall serve as Rights Agent under the Rights Agreement, as successor to
BONY, and from and after that date shall be vested with the same powers, rights,
duties and responsibilities, without further act or deed, as if it had been
originally named as Rights Agent as of January 23, 1996. Notices to Fifth Third
with respect to its responsibilities under the Rights Agreement shall be mailed
to:
The Fifth Third Bank
Number 1090D2
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxx 00000
2. Amendments. (a) The second sentence of Section 3(c) of the Rights
Agreement is hereby amended to read in its entirety as follows:
"Certificates for Common Stock (including, without limitation,
certificates issued upon original issuance, disposition from the
Company's treasury or transfer or exchange of Common Stock) after the
Record Date but prior to the earliest of the Distribution Date, the
Expiration Date, or the Final Expiration Date (or, in certain
circumstances as provided in Section 22 hereof, after the Distribution
Date) shall have impressed, printed, written or stamped thereon or
otherwise affixed thereto the following legend:
This certificate also evidences and entitles the
holder hereof to the same number of Rights (subject to
adjustment) as the number of shares of Common Stock
represented by this certificate, such Rights being on the
terms provided under the Rights Agreement between AK Steel
Holding Corporation and Fifth Third Bank (the "Rights Agent"),
as it may be amended from time to time (the "Rights
Agreement"), the terms of which are incorporated herein by
reference and a copy of which is on file at the principal
executive offices of AK Steel Holding Corporation. Under
certain circumstances, as set forth in the Rights Agreement,
such Rights shall be evidenced by separate certificates and
shall no longer be evidenced by this certificate. AK Steel
Holding Corporation shall mail to the registered holder of
this certificate a copy of the Rights Agreement without charge
within five days after receipt of a written request therefor.
Under certain circumstances as provided in Section 7(e) of the
Rights Agreement, Rights issued to or Beneficially Owned by
Acquiring Persons or their Affiliates or Associates (as such
terms are defined in the Rights Agreement) or any subsequent
holder of such Rights shall be null and void and may not be
transferred to any Person.
(b) Section 20(e) of the Rights Agreement is hereby amended to read in
its entirety as follows:
"(e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Rights Agreement or the execution and
delivery hereof (except the due execution hereof by the Rights Agent)
or in respect of the validity or execution of any Right Certificate
(except its countersignature thereof); nor shall it be responsible for
any breach by the Company of any covenant condition contained in this
Rights Agreement or in any Right Certificate; nor shall it be
responsible for any change in the exercisability of the Rights
(including the Rights becoming void pursuant to Section 7(e) hereof) or
adjustment required under the provisions of Section 11 or Section 13
hereof or any other provision hereof or responsible for the manner,
method or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment (except with
respect to the exercise of Rights evidenced by Right Certificates after
receipt by the Rights Agent of the certificate describing any such
adjustment); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of
any shares of Preferred Stock or any other securities to be issued
pursuant to this Rights Agreement or any Right Certificate or as to
whether any shares of Preferred Stock or any other securities
will, when issued, be validly authorized and issued, fully paid and
nonassessable."
(c) The last period in Section 20(g) of the Rights Agreement is hereby
deleted and the following language is hereby added thereafter:
"or for any delay in acting while waiting for those instructions. Any
application by the Rights Agent for written instructions from the
Company may, at the option of the Rights Agent, set forth in writing a
request for instructions with regard to any action proposed to be taken
or omitted by the Rights Agent under this Rights Agreement and the date
on and/or after which such action shall be taken or such omission shall
be effective. The Rights Agent shall not be liable for any action taken
by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such
application (which date shall not be less than five Business Days after
the date any such officer of the Company actually receives such
application), unless prior to taking any such action (or the effective
date in the case of an omission), the Rights Agent shall have received
written instructions from the Company in response to such application
with regard to the action to be taken or omitted."
(d) The first sentence of Exhibit A to the Rights Agreement is hereby
amended to read as follows:
"This certifies that _________________________, or registered
assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement dated as of January
23, 1996, as such agreement has been and may be amended from time to
time (the "Rights Agreement"), between AK Steel Holding Corporation, a
Delaware corporation (the "Company"), and Fifth Third Bank, an Ohio
banking association (the "Rights Agent," which term shall include any
successor Rights Agent under the Rights Agreement), to purchase from
the Company at any time after the Distribution Date (as such term is
defined in the Rights Agreement) and prior to 5:00 P.M. (New York City
time) on January 23, 2006 at the office of the Rights Agent designated
in the Rights Agreement for such purpose, or its successor as Rights
Agent, in [City], [State], one one-hundredth (1/100) of a fully paid
nonassessable share of Series A Junior Preferred Stock (the "Preferred
Stock"), of the Company at a purchase price of $130, as the same may
from time to time be adjusted in accordance with the Rights Agreement
(the "Exercise Price"), upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase attached hereto and
duly executed."
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3. Miscellaneous. (a) Upon the effectiveness of this Amendment, each
reference in the Rights Agreement to "this agreement," "hereunder," "hereof,"
"herein," or words of like import, shall mean and be a reference to the Rights
Agreement as amended hereby.
(b) This Amendment will be binding upon and inure to the benefit of the
Company, Fifth Third and to their respective successors and assigns.
(c) This Amendment may not be changed orally, but only by an agreement
in writing as signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.
(d) This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, without giving effect to the
provisions, policies or principles thereof respecting conflict or choice of
laws.
(e) This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one instrument.
IN WITNESS WHEREOF, Fifth Third and the Company have duly executed this
Amendment as of the date first above written.
THE FIFTH THIRD BANK
By: /s/ Xxxx Xxxxxx
--------------------------------------
Xxxx Xxxxxx
AK STEEL HOLDING CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
Executive Vice President, Chief
Financial Officer
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