IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION By: /s/ Charles R. Foley ------------------------------- Name: Charles R....Rights Agreement • April 3rd, 1998 • Ameriwood Industries International Corp • Wood household furniture, (no upholstered)
AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 (this "Amendment"), dated as of March 27, 1998, is entered into between Ameriwood Industries International Corporation, a Michigan corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois banking corporation, as Rights Agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have entered into a Rights Agreement, dated as of April 4, 1996 (the "Rights Agreement"); WHEREAS, the Company intends to enter into an Agreement and Plan of Merger, dated as of March 27, 1998 (as it may be amended from time to time, the "Merger Agreement"), among the Company, Dorel Industries Inc., a Quebec corporation ("Parent"), and Horizon Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition Sub"), pursuant to which Acquisition Sub has agreed to make a cash tender offer (the "Offer") for all outstanding shares of common stock, including the associated common share purchase rights (
