FIRST AMENDMENT TO RIGHTS
AGREEMENT
FIRST AMENDMENT (this
“Amendment”) dated as of November 20, 2006, to the
RIGHTS AGREEMENT, dated as of December 23, 1999 (the “Rights
Agreement”), between OREGON STEEL MILLS, INC., a Delaware
corporation (the “Company”), and MELLON INVESTOR
SERVICES LLC (f/k/a CHASEMELLON SHAREHOLDER SERVICES, LLC), a New
Jersey limited liability company (the “Rights
Agent”).
RECITALS
WHEREAS, the Company and the Rights
Agent have heretofore executed and entered into the Rights
Agreement (capitalized terms used herein but not defined herein
shall have the meanings given to such terms in the Rights
Agreement);
WHEREAS, pursuant to Section 27 of
the Rights Agreement, for as long as the Rights are redeemable, the
Company may in its sole and absolute discretion, and the Rights
Agent shall, if the Company so directs, supplement or amend any
provision of the Rights Agreement without the approval of any
holders of the Rights;
WHEREAS, the Company desires to
amend the Rights Agreement to render the Rights inapplicable to the
Offer and the Merger (each as defined in the Merger Agreement (as
defined below)) and the other transactions contemplated by the
Merger Agreement; and
WHEREAS, the Board of Directors has
determined that it is in the best interests of the Company and its
stockholders to amend the Rights Agreement as set forth
below.
AGREEMENT
NOW, THEREFORE, in consideration of
the mutual covenants and agreements herein contained and other good
and valuable consideration, the receipt, adequacy and sufficiency
of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby amend the Rights Agreement as
follows:
(a)
Amendment to Section 1(a) . The following text is added at
the end of the definition of “Acquiring Person” in
Section 1(a) of the Rights Agreement:
“Notwithstanding anything in
this Agreement to the contrary, none of Parent or Purchaser shall
be deemed to be an Acquiring Person, either individually or
collectively, by virtue of (i) the approval, execution or delivery
of the Merger Agreement, (ii) the announcement of the Merger, (iii)
the consummation of the Offer, the Merger or the other transactions
contemplated by the Merger Agreement or (iv) the acquisition of
Common Stock pursuant to the Offer, the Merger or the Merger
Agreement.”
(b)
The following definitions are added to Section 1 of the Rights
Agreement in the appropriate alphabetical order:
“Effective Time” shall
have the meaning assigned to such term in the Merger
Agreement.
“Merger Agreement” shall
mean the Agreement and Plan of Merger dated as of November 20,
2006, among Parent, Purchaser and the Company, as the same may be
amended from time to time.
“Merger” shall have the
meaning assigned to such term in the Merger Agreement.
“Purchaser” shall mean
Oscar Acquisition Merger Sub, Inc., a Delaware corporation, and a
wholly owned subsidiary of Parent.
“Offer” shall have the
meaning assigned to such term in the Mer
