EXHIBIT 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") is effective as of September 16,
1999, to that certain Rights Agreement dated as of May 28, 1999, by and
between Puroflow Incorporated, a Delaware corporation (the "Company"), and
Continental Stock Transfer & Trust Company, as rights agent (the "Rights
Agent").
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement dated as of May 28, 1999 (as amended, restated, supplemented
or otherwise modified from time to time, the "Rights Agreement"); and
WHEREAS, the parties desire to amend the Rights Agreement to amend
Section 1(a) of and Exhibit C to the Rights Agreement, all in accordance with
Section 27 of the Rights Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows.
1. Capitalized terms used herein but not defined herein shall have the
meaning ascribed to them in the Rights Agreement.
2. Section 1(a) of the Rights Agreement is hereby amended to increase
the beneficial ownership threshold referenced therein from 17.5% to 20%. All
references to "17.5%" contained in Section 1(a) are hereby replaced with
"20%."
3. Exhibit C to the Rights Agreement is hereby amended to replace all
references to "17.5%" contained therein with "20%."
4. This Amendment and the rights and obligations of the parties shall
be interpreted in accordance with the laws of the State of Delaware
applicable to contracts entered into and to be performed therein without
giving effect to principles of conflict of laws.
5. This Amendment may be executed in counterparts, and when taken
together shall be construed as one document.
6. Except as amended hereby, all of the terms and provisions of the
Rights Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to
Rights Agreement to be duly executed and delivered as of the date and year
first above written.
PUROFLOW INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx
President and Chief Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
By: /s/ X. Xxxxxxxxxx
-------------------------------------
Name: X. Xxxxxxxxxx
Title: Vice President
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