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Exhibit 4.3
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (the "Amendment") is
entered into as of this 8th day of June, 1998, by and between Dominion Bridge
Corporation, a Delaware corporation (the "Company"), and Continental Stock
Transfer & Trust Company (the "Rights Agent"). Capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed thereto in the
Agreement.
W I T N E S S E T H
WHEREAS, on November 26, 1996 the Board of Directors of the Company
approved a Rights Agreement (the "Agreement") between the Company and the Rights
Agent providing for the issuance of Rights (as defined therein); and
WHEREAS, on November 26, 1997 the Company and the Rights Agent
entered into Amendment No. 1 to the Rights Agreement ("Amendment No. 1"); and
WHEREAS, on April 28, 1998 the Board of Directors of the Company
approved the issuance and sale of certain convertible securities to Xxxxx
Investments, Inc. ("Xxxxx"), an affiliate of Deere Park Equities, LLC ("Deere
Park"), extended the Distribution Date to delay the exercise of the Rights
resulting from the issuances to Xxxxx and amended Section 23(a)(i) of the
Agreement to permit the Company to redeem the Rights up to the close of business
on the forty-fifth day following a Stock Acquisition Date; and
WHEREAS, the Board of Directors of the Company believes that it is
in the best interest of the Company to amend the Agreement to exempt Deere Park
and its affiliates from the operation of the Agreement, to subject Xxxxxx X.
Xxxxxxxxx and his affiliates to the operation of the Agreement and to provide
the Board of Directors with greater flexibility in managing the redemption
provisions of the Agreement; and
WHEREAS, the Company and the Rights Agent desire to amend the
Agreement in the manner hereinafter provided, which Amendment has been approved
in accordance with Section 26 of the Agreement;
NOW, THEREFORE, intending to be legally bound hereby, the parties
hereto agree to amend the Agreement as follows:
1. Certain Definitions.
For purposes of the Agreement, the term "Acquiring Person"
shall mean any Person who or which, together with all Affiliates and Associates
of such Person, shall be the Beneficial Owner of outstanding shares of capital
stock representing 15% or more of the Voting Power, but shall not include the
Company, any Subsidiary of the Company, any employee
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benefit plan of the Company or of any Subsidiary of the Company, or any Person
or entity organized, appointed or established by the Company for or pursuant to
the terms of any such plan, Deere Park Equities, LLC, Deere Park Capital
Management, Inc., Xxxxx Investments, Inc., Riverwood Investments, LLC, Xxxxxxx
X. Xxxxxxx, Xxxxxxx X. Xxxxxxx or any Affiliate or Associate of Deere Park
Equities, LLC, Deere Park Capital Management, Inc., Xxxxx Investments, Inc.,
Riverwood Investments, LLC, Xxxxxxx X. Xxxxxxx or Xxxxxxx X. Xxxxxxx.
2. Issuance of Rights Certificates.
Section 3(a)(ii) of the Agreement is hereby amended to read in its
entirety as follows:
(ii) the close of business on the tenth day,
or such later date as specified by the
majority of the Disinterested Directors,
after the date that a tender or exchange
offer by any Person (other than the Company,
any Subsidiary of the Company, any employee
benefit plan of the Company or of any
Subsidiary of the Company, or any Person or
entity organized, appointed or established
by the Company for or pursuant to the terms
of any such plan, Deere Park Equities, LLC,
Deere Park Capital Management, Inc., Xxxxx
Investments, Inc., Riverwood Investments,
LLC, Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx
or Affiliate or any Associate of Deere Park
Equities, LLC, Deere Park Capital
Management, Inc., Xxxxx Investments, Inc.,
Riverwood Investments, LLC, Xxxxxxx X.
Xxxxxxx or Xxxxxxx X. Xxxxxxx) is first
published or sent or given within the
meaning of Rule 14e-2(a) of the General
Rules and Regulations under the Exchange
Act, if upon consummation thereof, such
Person would be the Beneficial Owner of
shares of Voting Stock representing 15% or
more of the Voting Power
3. Redemption and Termination.
Section 23(a)(i) of the Agreement is hereby amended to read in its
entirety as follows:
(i) the close of business on the tenth day
following the Stock Acquisition Date or such
later date as specified by the majority of
the Disinterested Directors shall determine
or
4. Continuing Effect.
Except as provided in this Amendment and Amendment No. 1, the
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: DOMINION BRIDGE CORPORATION
By /s/ Xxxx X. Xxxxxxxxxx By /s/ Xxxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Secretary Title: Chairman of the Board
Directors
and Interim Chief
Executive Officer
Attest: CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
By /s/ Xxxxxx Xxxxxx By /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxx Name: Xxxxx Xxxxxxxxxx
Title: Secretary Title: Vice President
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