First Amendment
to the
Optical Coating Laboratory, Inc. Rights Agreement,
dated as of December 16, 1997
Pursuant to Section 26 of the Rights Agreement (the "Agreement") dated as
of December 16, 1997 between Optical Coating Laboratory, Inc., a Delaware
corporation (the "Company"), and ChaseMellon Shareholder Services L.L.C. (the
"Rights Agent"), the Company and the Rights Agent hereby amend the Agreement as
of December 15, 1998, as provided below.
1. Certain Definitions. Section 1(g) of the Agreement shall be amended by
replacing Section 1(g) in its entirety with the phrase "[This section
intentionally left blank]."
2. Adjustment of Purchase Price; Number and Kind of Shares or Number of
Rights. Section 11(a)(ii)(A) shall be amended by replacing the phrase "a
majority of the Continuing Directors then in office" with the phrase "a majority
of the Directors then in office."
3. Redemption and Termination. Section 23(a) shall be amended by deleting
the phrase "if the Board of Directors of the Company authorizes redemption of
the Rights and such authorization occurs on or after the time a Person becomes
an Acquiring Person then there must be Continuing Directors then in office and
such authorization shall require the concurrence of a majority of such
Continuing Directors; provided, further, however . . .".
4. Supplements and Amendments. Section 26 shall be amended by deleting the
phrase "(which lengthening or shortening shall be effective only if there are
Continuing Directors in office and shall require the concurrence of a majority
of such Continuing Directors)" in clause (iii).
5. Determinations and Actions by the Board of Directors, etc. Section 28
shall be amended as follows:
(a) The phrase "(with, where specifically provided for herein, the
concurrence of the Continuing Directors)" which appears three times, shall be
deleted.
(b) The phrase "or the Continuing Directors" in clause (y) shall be
deleted.
6. Exhibit B - Rights Certificate. Paragraph 7 of the Rights Certificate
shall be amended by deleting the second sentence thereof which states "Under
certain circumstances set forth in the Rights Agreement, the decision to redeem
shall require the concurrence of a majority of the Continuing Directors."
7. Exhibit C - Summary of Rights to Purchase Preferred Stock. Exhibit C -
Summary of Rights to Purchase Preferred Stock shall be amended as follows:
(a) Paragraph 4 of the Summary of Rights to Purchase Preferred Stock shall
be amended by replacing the phrase "the independent Continuing Directors" with
the phrase "the independent Directors" in clause (i).
(b) In Paragraph 9, the third sentence thereof which states "Under certain
circumstances set forth in the Rights Agreement, the decision to redeem shall
require the concurrence of a majority of the Continuing Directors." shall be
deleted.
(c) In Paragraph 9, the phrase "with, where required, the concurrence of
the Continuing Directors" in the fifth sentence shall be deleted.
(d) Paragraph 10, which begins with "The term 'Continuing Directors' means
any member" and ends with "any representative of the foregoing entities." shall
be deleted in its entirety.
(e) In Paragraph 13, the phrase "(in certain circumstances, with the
concurrence of the Continuing Directors)" shall be deleted.
(f) In Paragraph 13, the phrase "or, in certain circumstances, without the
concurrence of the Continuing Directors" shall be deleted.
The undersigned officer of the Company, being an appropriate officer of
the Company and authorized to do so by resolution of the Board of Directors of
the Company dated as of December 15, 1998, hereby certifies to the Rights Agent
that these amendments are in compliance with the terms of Section 26 of the
Agreement.
OPTICAL COATING LABORATORY, INC.
(A Delaware Corporation )
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: President and Chief Executive Officer
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Acknowledged and Agreed:
ChaseMellon Shareholder Services L.L.C.,
as Rights Agent
By:
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Name:
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Title:
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