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EXHIBIT 29
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") to that certain Rights Agreement
between Exide Electronics Group, Inc. (the "Company") and First Union National
Bank of North Carolina, as Rights Agent, dated as of November 25, 1992 (the
"Agreement"), is effective as of February 9, 1996. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Agreement.
This Amendment is being effectuated to enable the Company to issue 825,000
shares of its common stock and 1,000,000 shares of its Series G Convertible
Preferred Stock to Fiskars Oy Ab in connection with the Company's acquisition of
all of the outstanding stock of Deltec Power Systems, Inc. and its subsidiaries.
NOW THEREFORE, as provided by the terms of the Agreement, the Company
hereby amends the Agreement as follows:
Section 1, paragraph (a) is hereby amended by adding the following
additional sentence to the end of said paragraph:
"Notwithstanding the foregoing, Fiskars Oy Ab (together with its Affiliates
"Fiskars"), who has entered into an agreement with the Company dated as of
November 17, 1995, as amended on February 9, 1996, whereby the Company will
acquire from Fiskars all of the outstanding capital stock of Deltec Power
Systems, Inc. and its subsidiaries in exchange for (x) 1,000,000 shares of the
Company's Series G Convertible Preferred Stock (the "Series G Stock"), which
Series G Stock is convertible into shares of the Company's Common Stock on the
terms and as provided for in the Certificate of Designation for the Series G
Stock (the "Certificate of Designation") and (y) 825,000 shares of the Company's
Common Stock (such shares of Common Stock together with such shares of Series G
Stock and any shares of Common Stock which Fiskars should acquire upon
conversion of the Series G Stock as provided for in the Certificate of
Designation are collectively referred to herein as the "Fiskars Stock"), shall
not be deemed an "Acquiring Person" as a result of Fiskars' acquisition of the
Fiskars Stock; provided, however, that Fiskars shall be deemed to be an
"Acquiring Person" in the event Fiskars shall become the Beneficial Owner of any
shares of the Company's Common Stock in addition to the Fiskars Stock.
Except as amended and modified hereby, all of the other terms and
provisions of the Agreement shall remain in effect.
EXIDE ELECTRONICS GROUP, INC.
By: /s/ XXXX XXXXXXXXXXXXXX
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Title: Assistant Treasurer
This Amendment is hereby acknowledged by
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Rights Agent
By: /s/ XXXXXXX X. XXXX
Title: Vice President
