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AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of April 11, 1997, by and between P&F Industries,
Inc., a Delaware corporation (the "Company"), and American Stock Transfer &
Trust Company, a New York corporation (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of August 23, 1994 (the "Rights Agreement");
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable and the Company and the
Rights Agent desire to evidence such amendment in writing.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is
amended and restated to read as follows:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the shares of Common Stock then outstanding,
but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii)
any employee benefit plan of the Company or of any Subsidiary of the Company,
(iv) any Person or entity organized, appointed or established by the Company for
or pursuant to the terms of any such plan, (v) Xxxxxx Xxxxxxxx and his
Associates and Affiliates and (vi) Xxxxxxx X. Xxxxxxxx and his Associates and
Affiliates (each of (i) through (vi), an "Exempted Person"); provided, however,
that (i) if Xxxxxx Xxxxxxxx or his Associates (other than Xxxxxxx X. Xxxxxxxx)
or Affiliates shall become the Beneficial Owner of 10% or more of the shares of
Common Stock then outstanding, each of them shall be then deemed to be an
"Acquiring Person" and (ii) if Xxxxxxx X. Xxxxxxxx or his Associates (including
Xxxxxx Xxxxxxxx) or Affiliates shall become the Beneficial Owner of 46% or more
of the shares of Common Stock then outstanding (the "RAH Trigger Amount"), then
each of them
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shall be deemed to be an "Acquiring Person", except that Xxxxxxx X. Xxxxxxxx and
his Associates (other than Xxxxxx Xxxxxxxx) and Affiliates shall not be deemed
to be an "Acquiring Person" as a result of being the Beneficial Owner of shares
of Common Stock in excess of the RAH Trigger Amount solely because Xxxxxx
Xxxxxxxx or his Associates (other than Xxxxxxx X. Xxxxxxxx) or Affiliates are
deemed to be an Acquiring Person. Notwithstanding the foregoing, (i) no Person
shall become an "Acquiring Person" as a result of an acquisition of Common Stock
by the Company which, by reducing the number of such shares then outstanding,
increases the proportionate number of shares beneficially owned by such Person
to 15% (or in the case of Xxxxxx Xxxxxxxx 10%, or in the case of Xxxxxxx X.
Xxxxxxxx the RAH Trigger Amount) or more of the outstanding Common Stock, except
that if such Person, after such share purchases by the Company, becomes the
Beneficial Owner of any additional shares of Common Stock, such Person shall be
deemed to be an "Acquiring Person;" and (ii) if the Board of Directors of the
Company determines in good faith that a Person who would otherwise be an
"Acquiring Person" has become such inadvertently, and such Person divests as
promptly as practicable a sufficient number of Common Stock so that such Person
would no longer be an Acquiring Person then such Person shall not be deemed to
be an "Acquiring Person." The term "outstanding," when used with reference to a
Person's Beneficial Ownership of securities of the Company, shall mean the
number of such securities then issued and outstanding together with the number
of such securities not then issued and outstanding which such Person would be
deemed to beneficially own hereunder.
2. Effectiveness. This Amendment shall be deemed effective as of April
11, 1997 as if executed on such date. Except as amended hereby, the Rights
Agreement shall remain in full force and effect in accordance with its terms and
shall be otherwise unaffected hereby.
3. Miscellaneous. 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 in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, 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. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
P&F INDUSTRIES, INC.
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: President
AMERICAN STOCK TRANSFER
& TRUST COMPANY
as Rights Agent
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
