AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT ("Amendment") is made by and between DT
Industries, Inc., a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent") as of the 5th
day of November, 1998.
Reference is made to the Rights Agreement dated as of August 18, 1997 (the
"Agreement") between the parties. Capitalized terms not defined herein shall
have the respective meanings set forth in the Agreement.
In accordance with Section 27 of the Agreement, the Company desires to amend the
Agreement, effective immediately, as follows:
1. Section 1(a) of the Agreement is hereby amended by deleting the phrase
"including a majority of the Continuing Directors" in the second sentence
thereof.
2. Section 1(m) of the Agreement is hereby deleted in its entirety.
3. Section 23(a) of the Agreement is hereby amended by deleting in its
entirety the provision following the semicolon in the first sentence
thereof.
4. Section 27 of the Agreement is hereby amended by deleting in its entirety
the parenthetical phrase contained in clause (iii) of the second sentence
thereof.
5. Section 29 of the Agreement is hereby amended by deleting the phrase
"(with, where specifically provided for herein, the concurrence of the
Continuing Directors)" from each of the introductory clause of the second
sentence thereof, clause (i) of the second sentence thereof, and the third
sentence thereof.
6. Except as specifically amended and set forth herein, the Agreement shall
remain unchanged and in full force and effect in accordance with its terms.
7. By execution of this Amendment, the Company hereby certifies to the Rights
Agent that the amendments to the Agreement reflected herein comply with
Section 27 of the Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered as of the date first written above.
DT INDUSTRIES, INC.
By: /s/Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President,
Finance and Administration
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
