AMENDMENT XX. 0
Xxxxxxxxx Xx. 0, dated October 17, 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)(l)(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."
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
------------------------
Xxxx Xxxxxxxxx
Chairman and CEO
TRUST COMPANY BANK
By: /s/ X.X. Xxxx
------------------------
X.X. Xxxx
Group Vice President
-2-
