SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment (the "Amendment"), dated as of August 1,
1999, is entered into by and between General Housewares Corp., a Delaware
corporation, (the "Company"), and First Chicago Trust Company of New York,
a New York banking corporation, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into a
Rights Agreement, dated as of November 10, 1998, as amended by the First
Amendment to Rights Agreement, dated as of June 24, 1999 (collectively, the
"Agreement");
WHEREAS, the Company wishes to amend the Agreement; and
WHEREAS, Section 27 of the Agreement provides, among other
things, that prior to the Distribution Date (as such term is defined in the
Agreement) the Company may and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of the Agreement without the
approval of any holders of certificates representing the Company's Common
Shares.
NOW, THEREFORE, the Company and the Rights Agent hereby
amend the Agreement as follows:
1. Paragraph (c) of Section 1 of the Agreement is hereby
amended by adding to the end of such paragraph (c) the following:
Notwithstanding the foregoing, for purposes of this Agreement,
neither CCPC Acquisition Corp., a Delaware corporation, nor any of
its Affiliates or Associates (collectively, "CCPC") shall be deemed
to be the "Beneficial Owner" of, or "beneficially own," any shares of
Common Stock solely as a result of the execution of that certain
Agreement and Plan of Merger by and among CCPC and the Company, dated
as of August 2, 1999 (as the same may be amended from time to time,
the "Merger Agreement") or the consummation of the transactions
contemplated thereby in accordance with the terms thereof.
2. Paragraph (a) of Section 7 of the Rights Agreement is hereby
amended by deleting paragraph (a) in its entirety and substituting therefor
a new paragraph (a) as follows:
(a) Subject to Section 7(e) hereof, the registered holder
of any Rights Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein including, without limitation,
the restrictions on exercisability set forth in Section 9(c), Section
11(a)(iii) and Section 23(a) hereof) in whole or in part at any time
after the Distribution Date upon surrender of the Rights Certificate,
with the form of election to purchase and the certificate on the
reverse side thereof duly executed, to the Rights Agent at the
principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price with
respect to the total number of one one-hundredths of a share (or
other securities, cash or other assets, as the case may be) as to
which such surrendered Rights are then exercisable, at or prior to
the earlier of (i) the close of business on February 27, 2009 (the
"Final Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof, (iii) the time at which
such Rights are exchanged pursuant to Section 24 hereof or (iv)
immediately prior to the Effective Time (as defined in the Merger
Agreement) on the date the Merger (as defined in the Merger
Agreement) becomes effective in accordance with the terms of the
Merger Agreement and Delaware law (the earlier of (i), (ii), (iii)
and (iv) being herein referred to as the "Expiration Date").
3. This Amendment 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 construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state.
4. This Amendment may be executed in any number of
counterparts, each of which shall for all purposes be deemed an original,
and all of which together shall constitute but one and the same instrument.
5. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements
contained in the Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and affect.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
Attest: GENERAL HOUSEWARES CORP.
By:/s/ Darlena E. McGlone By:/s/ Raymond J. Kulla
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Name: Darlena E. McGlone Name: Raymond J. Kulla
Title: Administrator Title: Vice President and
General Counsel
Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By:/s/ Anita L. Fletcher By:/s/ Tammie J. Marshall
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Name: Anita L. Fletcher Name: Tammie J. Marshall
Title: Assistant Vice President Title: Assistant Vice President