EXHIBIT 1
SUBSTITUTION OF SUCCESSOR RIGHTS AGENT
AND AMENDMENT NO. 1 TO RIGHTS AGREEMENT
WHEREAS, as of May 16, 1995, Hardinge Inc., a New York corporation (the
"Company") and American Stock Transfer and Trust Company ("American"), entered
into a Rights Agreement (the "Rights Agreement"); and
WHEREAS, pursuant to Section 21 of the Rights Agreement, American has
resigned as Rights Agent under the Rights Agreement effective as of August 25,
1997; and
WHEREAS, the Company has appointed the The Fifth Third Bank, an Ohio
banking association with its principal place of business at 00 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxxxx, Xxxx 00000 ("Fifth Third"), as successor Rights Agent under
the Rights Agreement, and Fifth Third has agreed to accept such appointment, as
of August 25, 1997.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Successor Rights Agent. Effective as of August 25, 1997, Fifth Third
shall serve as Rights Agent under the Rights Agreement, as successor to
American, and from and after that date shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent as of August 25, 1997, without further act or deed. Notices to Fifth Third
with respect to its responsibilities under the Rights Agreement shall be mailed
to:
Fifth Third Bank
Number 1090D2
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxx 00000
2. Fifth Third and the Company hereby agree that from and after August
25, 1997, the second sentence of Section 3(a) of the Rights Agreement shall be
amended to read in its entirety as follows:
"As soon as practicable after the Distribution Date, if
requested by the Company, the Rights Agent will send by first-class,
insured, postage prepaid mail, to each record holder of shares of the
Company's Common Stock as of the Close of Business on the Distribution
Date, at the address of such holder shown on the records of the
Company, one or more right certificates, in substantially the form of
Exhibit A hereto (the "Rights Certificate"), evidencing one Right for
each share of Company Common Stock so held, subject to adjustment as
provided herein."
3. Fifth Third and the Company hereby agree that from and after August
25, 1997, the second sentence of Section 3(c) of the Rights Agreement shall be
amended to read in its entirety as follows:
"Certificates, representing such shares of Company Common,
issued after the Record Date shall bear the following legend:
"This certificate also evidences and entitles the
holder hereof to certain Rights as set forth in a Rights
Agreement (the "Rights Agreement") dated as of May 16, 1995,
as amended, between Hardinge Inc. (the "Company") and Fifth
Third Bank (the "Rights Agent"), the terms of which are hereby
incorporated herein by reference and a copy of which is on
file at the principal office of the stock transfer
administration office of the Rights Agent."
4 . Fifth Third and the Company hereby agree that from and after August
25, 1997, Section 20(e) of the Rights Agreement shall be amended to read in its
entirety as follows:
"(e) The Rights Agent shall not have any responsibility for
the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or for the
validity or execution of any Rights Certificate (except by its
countersignature thereof); nor shall it be responsible for any breach
by the Company of any covenant or failure by the Company to satisfy
conditions contained in this Agreement or in any Rights Certificate;
nor shall it be responsible for any change in the exercisability of the
Rights (including the Rights becoming void pursuant to Section 7(e)
hereof) or adjustment required under the provisions of Section 11 or
Section 13 hereof or any other provision of this Agreement or for the
manner, method or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment (except
with respect to the exercise of Rights evidenced by Rights Certificates
after receipt by the Rights Agent of the certificate describing any
such adjustment contemplated by Section 12); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Preferred Stock or any
other securities to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any shares of Preferred Stock or any other
securities will, when so issued, be validly authorized and issued,
fully paid and non-assessable."
5. Fifth Third and the Company hereby agree that from and after August
25, 1997, the first sentence in Section 20(g) of the Rights Agreement shall read
as follows:
"The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder
from the Chairman of the Board, the President, or any Senior Vice
President of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be liable
for any action taken or suffered to be taken by it in good faith in
accordance with instructions of any such officer or for any delay in
acting while waiting for those instructions; provided, however, that so
long as any Person is an Acquiring Person hereunder, the Rights Agent
shall accept such instructions and advice only
from a majority of the Company's Board of Directors and shall not be
liable for any action taken or suffered to be taken by it in good faith
in accordance with such instructions of the majority of the Company's
Board of Directors or for any delay in acting while waiting for those
instructions."
6. Fifth Third and the Company hereby agree that from and after August
25, 1997, the first sentence of Exhibit A to the Rights Agreement shall read as
follows, and the signature line on page 3 thereof shall be for the Rights Agent
in lieu of American Stock Transfer and Trust Company:
"This certifies that ____________________, or registered
assigns, is the registered holder of the number of Rights set forth
above, each of which entitles the registered holder thereof, subject to
the terms and conditions of the Rights Agreement dated as of May 16,
1995, as amended (the "Rights Agreement;" terms defined therein are
used herein with the same meaning unless otherwise defined herein)
between Hardinge Inc., a New York corporation (the "Company"), and
Fifth Third Bank, an Ohio banking association, as Rights Agent (the
"Rights Agent," which term shall include any successor Rights Agent
under the Rights Agreement), to purchase from the Company at any time
after the Distribution Date and prior to the Expiration Date at the
office of the Rights Agent, one one-hundredth of a fully paid and
non-assessable share of Series A Preferred Stock, par value $.01 per
share (the "Preferred Stock"), of the Company at the Purchase Price
initially of $80.00 per one one-hundredth share (each such one
one-hundredth of a share being a "Unit") of Preferred Stock, upon
presentation and surrender of this Rights Certificate with the Election
to Purchase and related certificate duly executed."
IN WITNESS WHEREOF, Fifth Third and the Company have executed this
agreement as of the 25th day of August, 1997.
THE FIFTH THIRD BANK
By: /s/ Xxxx X. Xxxxxx
HARDINGE INC.
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Chairman of the Board/CEO
