EXHIBIT 1
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MOTIVEPOWER INDUSTRIES, INC.
FOURTH AMENDMENT
DATED AS OF AUGUST 22, 1997
TO RIGHTS AGREEMENT DATED AS OF JANUARY 19, 1996
AND AMENDED AS OF APRIL 5, 1996, JUNE 20, 1996 AND JULY 25, 1996
AMENDMENT dated as of August 22, 1997 to the Rights Agreement (the "Rights
Agreement") dated as of January 19, 1996 and Amended as of April 5, 1996, June
29, 1996 and July 25, 1996 between MotivePower Industries, Inc., formerly MK
Rail Corporation, a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services, L.L.C., formerly known as Chemical Mellon Shareholder
Services, L.L.C. (the "Rights Agent").
Pursuant to resolutions adopted by the Board of Directors of the Company on
August 22, 1997 and the authority vested in the Board of Directors of the
Company by Section 27 of the Rights Agreement, the Rights Agreement is hereby
amended as follows:
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
Subsection (a)(i) is hereby deleted and replaced in its entirety as follows:
(a)(i) the close of business on August 22, 2007 (the "Final Expiration
Date")
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
Subsection (b) is hereby deleted and replaced in its entirety as follows:
(b) Effective as of August 22, 1997, the Purchase Price for each one
one-hundredth of Preferred Share purchasable pursuant to the exercise
of a Right shall be $80.00, and shall be subject to adjustment from
time to time as provided in Section 11 or 13 hereof and shall be
payable in lawful money of the United States of America in accordance
with paragraph (c) below.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
executed and attested, all as of the day and year first above written.
Attest: MOTIVEPOWER INDUSTRIES, INC.
(formerly MK Rail Corporation)
By: _________________________ By: ______________________________
Xxxxxxxxx-Xxxxxx Xxxxxx Xxxx X. Xxxx
Secretary Chairman
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C. formerly known as
Chemical Mellon Shareholder Services,
L.L.C.,
By: _____________________________ By: ________________________________
Name: Name:
Title: Title:
