Exhibit 1
AMENDMENT NO. 1
TO
FIRST AMENDED AND RESTATED RIGHTS AGREEMENT
This Amendment No. 1 to First Amended and Restated Rights Agreement (this
"Amendment") is entered into as of July 15, 2002, between Electroglas, Inc., a
Delaware corporation (the "Company") and American Stock Transfer & Trust
Company, a New York corporation ("American Stock Transfer").
R E C I T A L S
WHEREAS, the Company has entered into that certain First Amended and
Restated Rights Agreement (the "Rights Agreement") with EquiServe (successor to
BankBoston N.A.) ("EquiServe"), dated as February 9, 1999;
WHEREAS, effective as of the close of business on July 15, 2002,
EquiServe's duties as Rights Agent (as defined in the Rights Agreement) will
terminate and American Stock Transfer will become the Rights Agent under the
Rights Agreement; and
WHEREAS, the Company and American Stock Transfer desire to amend the
Rights Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, the Company and American Stock Transfer hereby agree to
amend the Rights Agreement as follows:
A M E N D M E N T
1. Definitions. Except as otherwise provided herein, capitalized terms
used in this Amendment shall have the definitions set forth in the Rights
Agreement.
2. Appointment of successor Rights Agent. American Stock Transfer shall
succeed EquiServe as Rights Agent and all references to the Rights Agent in the
Rights Agreement shall be deemed to refer to "American Stock Transfer & Trust
Company."
3. Amendment of Section 25. Section 25 of the Rights Agreement shall be
amended and restated in its entirety to read as follows:
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"Section 25. Notices. All notices and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing (including by
telex, telegram or cable) and mailed or sent or delivered, if to the Company, at
its address at:
Electroglas, Inc.
0000 Xxxxxx Xxxxx Xxxxxx Xxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Attention: Director of Administration
and if to the Rights Agent, at its address at:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, Legal Counsel
Either party, by written notice to the other party, may designate
additional or different addresses for subsequent notices or other
communications.
Notices or demands authorized by this Agreement to be given or made by
the Company or the Rights Agent to the holder of any Rights Certificate (or, if
prior to the Distribution Date, to the holder of certificates representing
shares of Company Common Stock) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of
such holder as shown on the registry books of the Company."
4. Terms of Agreement. Except as expressly modified hereby, all terms,
conditions and provisions of the Rights Agreement shall continue in full force
and effect.
5. Conflicting Terms. In the event of any inconsistency or conflict
between the Rights Agreement and this Amendment, the terms, conditions and
provisions of this Amendment shall govern and control.
6. Entire Agreement. This Amendment and the Rights Agreement constitute
the full and entire understanding and agreement between the parties regarding
the matters set forth herein. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
[SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date first above written.
ELECTROGLAS, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
a New York corporation
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
