Exhibit 4
MK RAIL CORPORATION
THIRD AMENDMENT
DATED AS OF JULY 25, 1996
TO RIGHTS AGREEMENT DATED AS OF JANUARY 19, 1996
AND AMENDED AS OF APRIL 5, 1996 AND
AS OF JUNE 20, 1996
AMENDMENT dated as of July 25, 1996 to the Rights Agreement (the
"Rights Agreement") dated as of January 19, 1996 and amended as of April 5, 1996
and as of June 20, 1996 between MK Rail Corporation, a Delaware corporation (the
"Company"), and Xxxxx Xxxxxx 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 July 24, 1996 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:
Subsection l-3 of Section 1 of the Rights Agreement is hereby amended
and restated in its entirety to read as follows:
(l-3) "MK Creditors" shall mean the creditors of MK who are
designated to receive Common Shares of the Company in any case under
Title 11 of the United States Code or as a result of any creditor
foreclosure. The term MK Creditors shall also include the Liquidating
Trust and equity holders of MK who are designated or entitled to
receive Common Shares of the Company in any case under Title 11 of the
United States Code.
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: MK RAIL CORPORATION
By___________________ By: ________________________________
Name: Name:
Title: Title:
Attest: XXXXX XXXXXX SHAREHOLDER
SERVICES, L.L.C.
By___________________ By: ________________________________
Name: Name:
Title: Title:
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