Ex-4.1



 





Exhibit 4.1



FIRST AMENDMENT TO

RIGHTS AGREEMENT




     THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this “First Amendment”) is made
and entered into as of this 6th day of October, 2004, by and between KENNAMETAL
INC. (the “Company”) and MELLON INVESTOR SERVICES LLC, as Rights Agent (the
“Rights Agent”).



Recitals




     A.     The Company and the Rights Agent’s predecessor, ChaseMellon
Shareholder Services, L.L.C., entered into a Rights Agreement effective as of
November 2, 2000 (the “Rights Agreement”); and



     B.     The Board of Directors of the Company, by resolution duly adopted on
October 6, 2004, authorized this First Amendment to the Rights Agreement.



Agreement




     The Company and the Rights Agent hereby amend the Rights Agreement as
follows:



          1.      Section 1(a) of the Rights Agreement is hereby amended by deleting the
phrase “upon the affirmative vote of a majority of the Disinterested Directors”
from the 11th line and 15th line of Section 1(a).



          2.      Section 1(h) of the Rights Agreement (“Disinterested Director") shall
be deleted in its entirety. The term "[Reserved]” shall be used in its place.



          3.      Section 11(a)(ii)(B) of the Rights Agreement is hereby amended by
deleting the phrase “upon the affirmative vote of a majority of the
Disinterested Directors” from the 13th line and 17th line of Section
11(a)(ii)(B).



          4.      Section 23(a) of the Rights Agreement is hereby amended by deleting in
its entirety the first proviso phrase ” provided, however, if the Board of
Directors of the Company authorizes redemption of the Rights in either of the
circumstances set forth in clauses (i) and (ii) below, then there must be
Disinterested Directors then in office and such authorization shall require the
concurrence of a majority of such Disinterested Directors: (i) such
authorization occurs on or after the time a Person becomes an Acquiring Person,
or (ii) such authorization occurs on or after the date of a change (resulting
from a proxy or consent solicitation) in a majority of the directors in office
at the commencement of such solicitation if any Person who is a participant in
such solicitation has stated (or, if upon the commencement of such
solicitation, a majority of the Board of Directors of the Company has
determined in good faith) that such Person (or any of its Affiliates or
Associates) intends to take, or may consider taking, any action which would
result in such Person becoming an Acquiring Person or which would cause the
occurrence of a Triggering Event unless, concurrent with such solicitation,
such Person (or one or more of its Affiliates or Associates) is making a cash
tender offer pursuant to a Schedule TO (or any successor form) filed with the Securities and Exchange



 









 




Commission
for all outstanding shares of Common Stock not beneficially owned by such
Person (or by its Affiliates or Associates);” beginning on the 11th line and
ending on the 26th line of Section 23(a). Section 23(a) is further amended by
deleting the word “further” after the second proviso therein.




          5.      Section 26 of the Rights Agreement is hereby amended by deleting the
parenthetical "(which suspension, following the first occurrence of an event
set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof,
shall be effective only if there are Disinterested Directors and shall require
the concurrence of a majority of such Disinterested Directors)” beginning on
the 15th line and ending on the 18th line of Section 26. Section 26 is further
amended by deleting the parenthetical "(which lengthening or shortening,
following the first occurrence of an event set forth in clauses (i) and (ii) of
the first proviso to Section 23(a) hereof, shall be effective only if there are
Disinterested Directors and shall require the concurrence of a majority of such
Disinterested Directors)” beginning on the 19th line and ending on the 22nd
line of Section 26.



          6.      Section 28 of the Rights Agreement is hereby amended by deleting the
parenthetical "(with, where specifically provided for herein, the concurrence
of the Disinterested Directors)” from the 7th line, 10th line and 17th line of
Section 28. Section 28 is further amended by deleting the phrase “or the
Disinterested Directors” from the second to last line of Section 28.



          7.      The remainder of the Rights Agreement shall remain unchanged, and the
Rights Agreement as amended above, shall remain in full force and effect.



[The Remainder of this Page has been Intentionally Left Blank]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be fully executed on their behalf as of the date first above written.



	 	 	 	 	 
	 	 	KENNAMETAL INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ David W. Greenfield

	

	 	 	 	
 
	

	 	Name:	 	David W. Greenfield

	

	 	Title:	 	Vice President, Secretary and
General Counsel
	 
	 	 	 	 
	 	 	MELLON INVESTOR SERVICES LLC
	 
	 	 	 	 
	

	 	By:	 	/s/ Cynthia Pacolay
	

	 	 	 	
 
	

	 	Name:	 	Cynthia Pacolay
	

	 	Title:	 	Client Services Manager