EXHIBIT 33
FORM OF AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of October __, 1997, to the
Rights Agreement, dated as of November 25, 1992, as amended
(the "Rights Agreement"), between Exide Electronics Group,
Inc., a Delaware corporation (the "Company"), and First Union
National Bank of North Carolina, as Rights Agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent have here-
tofore executed and entered into the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agree-
ment, the Company and the Rights Agent may from time to time
supplement or amend the Rights Agreement in accordance with the
provisions of Section 27 thereof; and
WHEREAS, all acts and things necessary to make this
Amendment a valid agreement, enforceable according to its
terms, have been done and performed, and the execution and de-
livery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and
the Rights Agent.
NOW, THEREFORE, In consideration of the foregoing and
the mutual agreements set forth herein, the parties hereto
agree as follows:
1. Section 1, paragraph (a) of the Rights Agreement
is hereby amended by adding the following additional sentence
to the end of said paragraph:
Notwithstanding the foregoing, neither BTR plc
("BTR") nor BTR Acquisition Corp. ("BTR Acquisition")
shall be deemed to be an "Acquiring Person" as a
result of and to the extent of the acquisition by BTR
or BTR Acquisition of shares of Common Stock, Series
G Stock and/or warrants to purchase Common Stock
pursuant to the terms of the Agreement and Plan of
Merger, dated as of October 16, 1997, by and among
the Company, BTR and BTR Acquisition, including the
"Offer" and "Merger" defined therein or pursuant to
the "Stockholder Agreement" referred to therein or
the transactions contemplated thereby.
2. Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Rights Agree-
ment.
3. This Amendment to the Rights Agreement shall be
deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and con-
strued in accordance with the laws of such State.
4. This Amendment to the Rights Agreement may be
executed in any number of counterparts. It shall not be neces-
sary that the signature of or on behalf of each party appears
on each counterpart, but it shall be sufficient that the signa-
ture of or an behalf of each party appears on one or more of
the counterparts. All counterparts shall collectively consti-
tute a single agreement.
5. Except as expressly set forth herein, this
Amendment to the Rights Agreement shall not by implication or
otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements con-
tained in the Rights Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and
effect.
6. If any term, provision, covenant or restriction
of this Amendment to the Rights Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, cov-
enants and restrictions of this Amendment to the Rights Agree-
ment, and of the Rights Agreement, shall remain in full force
and effect and shall in no way be affected, impaired or invali-
dated.
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and attested, all as of the
date and year first above written.
Attest: EXIDE ELECTRONICS GROUP,
INC.
By:_________________________ By:_________________________
Name: Name:
Title: Title:
Attest: FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By:_________________________ By:_________________________
Name: Name:
Title: Title:
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