Exhibit 10.3
AMENDMENT
TO RIGHTS AGREEMENT
This Amendment dated as of November 15, 2004, is among C&D Technologies,
Inc., a Delaware corporation (the "Company"), Mellon Investor Services (formerly
known as Chasemellon Shareholder Services, L.L.C.) (the "Resigning Rights
Agent") and the Bank of New York, a New York banking corporation (the "Successor
Rights Agent"), and amends the Rights Agreement, dated as of February 22, 2000
(the "Rights Agreement"), between the Company and the Resigning Rights Agent.
RECITALS
A. The Company and the Resigning Rights Agent are currently parties to
the Rights Agreement, under which the Resigning Agent serves as Rights Agent.
B. The Resigning Rights Agent intends to resign as Rights Agent; the
Company intends to appoint the Successor Rights Agent to succeed the Resigning
Rights Agent as Rights Agent; the Successor Rights Agent wishes to accept
appointment as successor Rights Agent; and the parties hereto wish to make
certain changes to the Rights Agreement to facilitate this succession.
NOW, THEREFORE, the Company, the Resigning Rights Agent and the Successor
Rights Agent agree as follows:
1. Resigning Rights Agent
Pursuant to Section 21 of the Rights Agreement, the Resigning Rights
Agent hereby notifies the Company that it is resigning as Rights Agent under the
Rights Agreement, its resignation to be effective as of 12:00 a.m., New York
time, November 30, 2004. The Company hereby accepts the resignation of the
Resigning Rights Agent as Rights Agent.
2. Appointment of Successor Rights Agent
The Company hereby appoints the Successor Rights Agent as successor
Rights Agent under the Rights Agreement, effective as of 12:01 a.m., New York
time, December 1, 2004 and the Successor Rights agent hereby accepts such
appointment, subject to all the terms and conditions of the Rights Agreement as
amended hereby.
3. Amendment of Rights Agreement
The parties hereto agree that the Rights Agreement shall be amended
as provided below, effective as of the date of this Amendment except as may
otherwise be provided below:
(a) From and after the time that the appointment of the Successor
Rights Agent as successor Rights Agent is effective, all references in the
Rights Agreement (including all exhibits thereto) to the Resigning Rights Agent
as Rights Agent shall be deemed to refer to the Successor Rights Agent as
successor Rights Agent. From and after the effective date of this Amendment, all
references in the Rights Agreement to the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended by this Amendment.
(b) Section 3(c) of the Rights Agreement is amended as of the time of
appointment of the Successor Rights Agent as successor Rights Agent by adding
the following immediately after the legend appearing herein:
On December 1, 2004, The Bank of New York succeeded Mellon
Investor Services as Rights Agent.
(c) Section 26 of the Rights Agreement is amended by deleting the
name and address of the Resigning Rights Agent and substituting therefor the
following:
The Bank of New York
101 Barclay Street, Floor 12 West
New York, NY 10286
Attention: Stock Transfer Administration
(d) Section 31 of the Rights Agreement is amended by changing the
references therein from "Delaware" to "New York"
ATTEST: C&D TECHNOLOGIES, INC.
By: /s/ Robert T. Marley By: /s/ Stephen E Markert, Jr.
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Its: V.P. Treasurer Its: VP - CFO
Robert T. Marley
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ATTEST: THE BANK OF NEW YORK
By: /s/ D. DiToro By: /s/ Eon Canzius
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Its: Douglas DiToro Its: Eon Canzius
Assistant Treasurer Vice President
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ATTEST: MELLON INVESTOR SERVICES
By: /s/ Thomas R Watt By: /s/ Regina Brown
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Its: Thomas R. Watt, Its: Regina Brown,
Vice President Vice Presdent
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