THIRD AMENDMENT TO RIGHTS AGREEMENT
This Third Amendment (this "Amendment"), dated as of October 5, 1998,
to the Rights Agreement (the "Rights Agreement"), dated as of October 31, 1995
and as amended as of February 16, 1998 and September 18, 1998, between GLOBAL
INDUSTRIAL TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and THE
BANK OF NEW YORK, a New York banking corporation (the "Rights Agent"); all
capitalized terms not defined herein shall have the meanings ascribed to such
terms in the Rights Agreement.
WHEREAS, on October 20, 1995, the Board of Directors of the Company
authorized the issuance of one Right for each share of Common Stock to be issued
on the Effective Date of the Merger; and
WHEREAS, Section 26 of the Rights Agreement provides that 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; and
WHEREAS, the Board of Directors of the Company has deemed it necessary
and desirable to amend the Rights Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Rights Agent hereby agree as follows:
Section 1. Section 1(a) of the Rights Agreement is hereby amended by
(a) deleting each reference to "15%" and replacing each such reference with
"10%" and (b) adding at the end of the first sentence thereof (before the
period) the following language:
or (iv) any Person who is the Beneficial Owner of 10% or more of the Voting
Stock of the Company outstanding as of the close of business on October 5,
1998, until
such time thereafter as any such Person shall become the Beneficial Owner
(other than by means of a stock dividend or stock split) of an additional
100,000 shares of Voting Stock.
Section 2. Delaware Contract. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed and enforced in accordance with the laws of such
state applicable to contracts to be made and performed entirely within such
state.
Section 3. Counterparts. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
Attest: /s/ XXXXXXX X. XXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary
THE BANK OF NEW YORK
RIGHTS AGENT
By: /s/ XXXX X. XXXXXXXXX
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President
Attest: /s/ XXXXXX XXXXX
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Name: Xxxxxx Xxxxx
Title: Assistant Treasurer
