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Exhibit 4.2
AMENDMENT TO RIGHTS AGREEMENT
This Amendment is made as of October 25, 2000 by and between Exide
Corporation, a Delaware corporation (the "Company"), and American Stock Transfer
and Trust Company, a New York corporation (the "Rights Agent").
RECITALS
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The Company and the Rights Agent are parties to a Rights Agreement dated as
of September 18, 1998, as amended (the "Agreement").
The Board of Directors of the Company has determined that it is in the best
interest of the Company to permit the acquisition and increase in beneficial
ownership in the Company up to 20% of the outstanding Common Stock and has
authorized the execution of this Amendment in order to permit such ownership
under the Agreement.
NOW, THEREFORE, in consideration of the premises, the parties hereby
amend the Agreement by deleting Section 1(a) in its entirety and replacing it
with the following:
""Acquiring Person" means any Person who or which, together with all
Affiliates and Associates of such Person, is (or has previously been, at
any time after the date of this Agreement, whether or not such Person(s)
continues to be) the Beneficial Owner of 20% or more of the Common Stock
then outstanding, (determined without taking into account any securities
exercisable or exchangeable for, or convertible into, Common Stock, other
than any such securities beneficially owned by the Acquiring Person and
Affiliates and Associates of such Person). However, "Acquiring Person"
shall not include any Exempt Person. Notwithstanding the foregoing, if any
Person, together with all Affiliates and Associates of such Person, is on
the date of this Agreement the Beneficial Owner of a greater percentage
than 20% of the Common Stock outstanding, then as to such Person,
Affiliates and Associates, such greater percentage (but not more) shall be
deemed substituted for all purposes herein for 20%.
A person does not become an "Acquiring Person" solely as the result of
(i) an acquisition of Common Stock by the Company which, by reducing the
number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 20% or more of the Common Stock then
outstanding as determined above, or (ii) such Person becoming the
Beneficial Owner of 20% or more of the Common Stock then outstanding as
determined above solely as a result of an Exempt Event; provided, however,
that if a Person becomes the Beneficial Owner of 20% or more of the Common
Stock then outstanding as determined above solely by reason of such a share
acquisition by the Company or the occurrence of such an Exempt Event and
such Person shall, after becoming the Beneficial Owner of such Common
Stock, become the Beneficial Owner of
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any additional shares of Common Stock by any means whatsoever (other
than as a result of the subsequent occurrence of an Exempt Event, a
stock dividend or a subdivision of the Common Stock into a larger
number of shares or a similar transaction), then such Person shall be
deemed to be an "Acquiring Person.""
* * * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
EXIDE CORPORATION
By: /s/
Name: John R. Van Zile
Title: Executive Vice President, General
Counsel and Secretary
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By: /s/
Name: Herbert J. Lemmer
Title: Vice President
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