AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of March 1, 1998, to the Rights Agreement,
dated as of January 26, 1989, as amended as of April 25, 1996 and October
22, 1996 (the "Rights Agreement"), between Handy & Xxxxxx, a New York
corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement in accordance with Section 26 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
1. Section 1(a) is amended by adding the following at the end of
said Section:
; provided, further, that none of WHX Corporation, a Delaware
corporation ("WHX"), HN Acquisition Corp., a New York corporation and
wholly-owned subsidiary of WHX (the "Purchaser") and their Affiliates
(the "WHX Persons") shall be deemed to be an Acquiring Person by
virtue of (x) the execution of the Agreement and Plan of Merger, dated
as of March 1, 1998 (the "Merger Agreement," which term shall
include any amendments thereto) by and among WHX, the Purchaser and
the Company, or (y) the consummation of any of the transactions
contemplated thereby, including, without limitation, the publication
or other announcement of the Offer (as defined therein), the
consummation of the Offer and the Merger (as defined therein)(the
items set forth in (x) and (y) are referred to herein as the "WHX
Transactions").
2. Section 1(j) is amended by adding the following at the end
of said Section:
; provided, however, that the public announcement of any of the
WHX Transactions shall not constitute a Stock Acquisition Date.
3. Section 1(l) is amended by adding the following at the end
of said Section:
Notwithstanding anything to the contrary contained in this
Agreement, none of the WHX Transactions shall constitute a Triggering
Event or an event described in Section 11(a)(ii) or Section 13.
4. Section 3(a) is amended by adding the following at the end
of said Section:
Notwithstanding anything to the contrary contained in this
Agreement, neither the announcement nor the consummation of the WHX
Transactions shall constitute or result in the occurrence of a
Distribution Date.
5. The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended hereby.
6. The foregoing amendment shall be effective as of the date
first above written, and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected
hereby.
7. This Amendment may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of this 1st day of March, 1998.
HANDY & XXXXXX
By: /s/ Xxxxxxx X. Xxxxxx
________________________________
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President,
General Counsel and Secretary
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
as Rights Agent
By: /s/ Xxxxxx Xxxxxxxxx
________________________________
Name: Xxxxxx Xxxxxxxxx
Title: Assistant Vice President
