AMENDMENT TO RIGHTS AGREEMENT
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This Amendment is adopted the 12th day of February, 1999 by the Board
of Directors of Espey Mfg. & Electronics Corp. pursuant to Section 26.
Supplements and Amendments. of the Rights Agreement dated as of March 31, 1989
between Espey Mfg. & Electronics Corp., a New York Corporation (the "Company")
and Registrar and Transfer Co., as Rights Agent (the "Rights Agent").
Except as specifically set forth in this Amendment, the Rights
Agreement and the Exhibits thereto shall remain unchanged.
Now, therefore, the Rights Agreement and the Exhibits thereto are
hereby amended and changed as follows:
1. Section 1. Certain Definitions. is hereby amended and changed as
follows:
(i) On page 2 in subsection (a) in the definition of
"Acquiring Person" the language "25%" is hereby amended and changed to "15%".
2. Section 3. Issue of Right Certificate. is hereby amended and changed
as follows:
(i) In subsection (a) on page 6 the language "being the
Beneficial Owner of 30% or more of the outstanding Common Shares of the Company"
is hereby amended and changed to "being the Beneficial Owner of 15% or more of
the outstanding Common Shares of the Company."
(ii) In subsection (c) on page 8 in the legend the language
"dated as of March 31, 1989 (the "Rights Agreement")" is hereby amended and
changed to "dated as of March 31, 1989, and amended as of February 12, 1999,
(the "Rights Agreement")."
3. Section 7. Exercise of Rights; Purchase Price; Expiration Date of
Rights. is hereby amended and changed as follows:
(i) In subsection (a) on page 13 the language "(i) the Close
of Business on March 31, 1989 and" is hereby amended and changed to "(i) the
Close of Business on December 31, 1999 and".
4. Section 11. Adjustment of Purchase Price; Number of Shares or Number
of Rights. is hereby amended and changed as follows:
(i) In subsection (a)(ii)(A)(3) on page 21 the language "(3)
shall alone or together with its Affiliates and Associates, become the
Beneficial Owner of 30% or more of the Common Shares," is hereby amended and
changed to "(3) shall alone or together with its Affiliates and Associates,
become the Beneficial Owner of 15% or more of the Common Shares,".
(ii) In subsection (a)(ii)(B) on page 25 in the legend the
language "dated as of March 31, 1989," is hereby amended and changed to "dated
as of March 31, 1989, and amended as of February 12, 1999."
5. Section 23. Redemption. is hereby amended and changed as follows:
(i) In subsection (a) on page 51 the language "earlier of the
Distribution Date and March 31, 1999" is hereby amended and changed to "earlier
of the Distribution Date and December 31, 1999."
(ii) In subsection (c) on page 54 the language "another
Distribution Date and March 31, 1999" is hereby amended and changed to "another
Distribution Date and December 31, 1999."
6. Exhibit A [Form of Right Certificate] and Exhibit B Summary of
Rights to Purchase Common Shares to the Rights Agreement are hereby amended and
changed to reflect the amendments and changes contained in this Amendment.
The Exhibits to the Rights Agreement are hereby amended and changed to
reflect the amendments and changes contained herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Rights Agreement and the Exhibits thereto to be duly executed and their
respective corporate seals to be hereunto affixed and attested, all as of the
day and year first above written.
Attest: ESPEY MFG. & ELECTRONICS CORP.
/s/ Peggy A. Murphy By: /s/ Howard Pinsley
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Peggy A. Murphy Howard Pinsley
Attest: REGISTRAR TRANSFER CO.
/s/ Walter Braczek By: /s/William P. Tatler
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Walter Braczek William P. Tatler
STATE OF NEW YORK
COUNTY OF SARATOGA
At ___________, this 18th day of February, 1999, personally
appeared Howard Pinsley, duly authorized agent of Espey Mfg. & Electronics Corp.
and he acknowledged this instrument, by him sealed and subscribed, to be his
free act and deed and the free act and deed of Espey Mfg. & Electronics Corp.
/s/ Sheila A. Osborn
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Sheila A. Osborn
Notary Public
STATE OF NEW JERSEY
COUNTY OF UNION
At _____________________, this _18th day of February, 1999,
personally appeared William P. Tatler, duly authorized agent of Registrar and
Transfer Co. and he acknowledged this instrument, by him sealed and subscribed,
to be his free act and deed and the free act and deed of Registrar and Transfer
Co.
/s/ Deanna Leaman
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Deanna Leaman
Notary Public