AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement (this "Amendment") is
entered into as of October 31, 1997 between OREGON METALLURGICAL CORPORATION, an
Oregon corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, LLC
(the "Rights Agent").
WHEREAS, upon the terms and subject to the conditions of that
certain Rights Agreement dated as of December 12, 1996 and as amended as of July
24, 1997 (the "Rights Agreement"), between the Company and the Rights Agent, the
Board of Directors of the Company has authorized the issuance of Rights; and
WHEREAS, the Board of Directors of the Company has determined
that it is in the best interests of the Company and its shareholders to amend
the Rights Agreement as set forth herein immediately prior to and in connection
with the execution and delivery of that certain Agreement and Plan of Merger,
dated as of October 31, 1997, as the same may be from time to time amended,
among Allegheny Teledyne Incorporated, a Delaware corporation, Sea Merger Inc.,
an Oregon corporation and a wholly-owned subsidiary of ATI, and the Company; and
WHEREAS, there has been delivered to the Rights Agent a
certificate from a duly authorized officer of the Company stating that this
Amendment is in compliance with the terms of Section 26 of the Rights Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Section 1(s) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"(s) "Expiration Date" shall mean the earlier of (i) December
11, 2006 and (ii) the time immediately prior to the Effective
Time (as defined in the Agreement and Plan of Merger, dated as
of October 31, 1997, as the same may be from time to time
amended (the "Merger Agreement"), among Allegheny Teledyne
Incorporated, a Delaware corporation ("ATI"), Sea Merger,
Inc., an Oregon corporation and a wholly-owned subsidiary of
ATI, and the Company)."
2. The Rights Agreement is hereby amended by adding Section 35
as follows:
"SECTION 35. ATI TRANSACTIONS.
Notwithstanding anything contained in this Rights
Agreement to the contrary, no Distribution Date, Share
Acquisition Date or Triggering Event shall be deemed to have
occurred, neither ATI nor any Affiliate or Associate of ATI
shall be deemed to have become an Adverse Person, Acquiring
Person or Interested Shareholder and no holder of Rights shall
be entitled to exercise such Rights under or be entitled to
any rights under this Rights Agreement, including pursuant to
Section 7, 11 or 13 of this Rights Agreement, by reason of (x)
the approval, execution, delivery or effectiveness of the
Merger Agreement or (y) the consummation of any of the
transactions contemplated by the Merger Agreement in
accordance with the terms thereof or the taking of any action
by any party thereto or any Affiliate or Associate thereof to
facilitate the consummation of any such transactions."
3. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Rights Agreement.
4. This Amendment shall be deemed effective as of October 31,
1997, as if executed by both parties on such date. Except as amended hereby, the
Rights Agreement shall remain unchanged and shall remain in full force and
effect.
5. This Amendment may be executed in two counterparts, each of
which shall be an original, but both of which together shall constitute one
instrument.
6. All exhibits to the Rights Agreement have been amended to
conform with this Amendment to Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective duly authorized representatives as
of the date first above written.
ATTEST: OREGON METALLURGICAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxxx
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Title: Vice President, Finance Title: Chairman, President &
Chief Financial Officer Chief Executive Officer
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CHASEMELLON SHAREHOLDER
SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxx
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Title: Assistant Vice President Title: Assistant Vice President
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