AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is
made as of September 4, 2001 by and between PrimeSource Corporation, a
Pennsylvania corporation (the "Company"), and American Stock Transfer & Trust
Company, a New York corporation (the "Rights Agent"). Capitalized terms used and
not otherwise defined herein shall have the meanings ascribed thereto in the
Rights Agreement referenced below.
BACKGROUND
WHEREAS, the Company and the Rights Agent entered into a
Rights Agreement dated as of February 1, 2001 (the "Rights Agreement"), pursuant
to which the Board of Directors of the Company authorized and declared a
dividend of one Right for each Common Share outstanding at the close of business
on the Record Date, and authorized the issuance of one Right with respect to
each Common Share that has or will become outstanding between the Record Date
and the earliest of, among other dates, the Distribution Date, with each Right
representing the right to purchase one Common Share, upon the terms and subject
to the conditions set forth in the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has unanimously
determined that it is in the best interests of the Company to enter into a
certain Agreement and Plan of Merger to be dated as of the date hereof (the
"Merger Agreement"), by and among the Company, Fuji Photo Film U.S.A., Inc., a
New York corporation, Enovation Graphic Systems, Inc., a Delaware corporation,
and FPF Acquisition Corp., a Pennsylvania corporation (collectively, "Fuji");
and
WHEREAS, in connection with the execution of the Merger
Agreement Fuji has requested that the Rights Agreement be amended to render it
inapplicable to the Offer, the Merger (as such terms are defined in the Merger
Agreement), the Merger Agreement and any other transaction contemplated thereby;
and
WHEREAS, in furtherance thereof, the Company desires, and has
directed the Rights Agent, to amend the Rights Agreement to render it
inapplicable to the Offer, the Merger, the Merger Agreement and any other
transaction contemplated thereby; and
WHEREAS, pursuant to Section 28 of the Rights Agreement, the
Company and the Rights Agent may from time to time, prior to the Distribution
Date, supplement or amend the Rights Agreement for any reason without any
approval of the holders of the Rights; and
WHEREAS, no Distribution Date has occurred as of the date
hereof; and
NOW, THEREFORE, the parties hereto, in consideration of the
premises and agreements contained herein, intending to be legally bound hereby,
agree as follows:
[Continued on Next Page]
1. Amendment to Rights Agreement. A new Section 36 is added to
the Rights Agreement to read in its entirety as follows:
Section 36. Exempted Transaction. Notwithstanding any
provision herein to the contrary, this Agreement shall not be
applicable in any way to the Offer, the Merger, the Merger
Agreement (as such terms are defined below) or any other
transaction contemplated by the Merger Agreement. Without
limiting the generality of the foregoing, none of Fuji Photo
Film U.S.A., Inc., a New York corporation ("Parent"),
Enovation Graphic Systems, Inc., a Delaware corporation
("EGS"), or FPF Acquisition Corp., a Pennsylvania corporation
("Merger Subsidiary"), or any of their affiliates, shall be
considered an Acquiring Person under this Agreement, no
Distribution Date shall occur and no Rights shall be
exercisable pursuant to Section 7, Section 11 or any other
provision hereof, as a result of (i) the approval, execution
or delivery of that certain Agreement and Plan of Merger to be
dated as of September 4, 2001 (the "Merger Agreement"), by and
among the Company, Parent, EGS and Merger Subsidiary, or (ii)
the consummation of the Offer, the Merger (as such terms are
defined in the Merger Agreement) or any other transaction
contemplated by the Merger Agreement.
2. Full Force and Effect. This Amendment shall be effective as
of the date hereof. Except as expressly amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.
3. Governing Law. This Agreement shall be deemed to be a
contract made under the laws of the Commonwealth of Pennsylvania and for all
purposes shall be governed by and construed in accordance with the laws of such
Commonwealth applicable to contracts to be made and performed entirely within
such Commonwealth.
4. Counterparts. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
IN WITNESS WHEREOF, the Company and the Rights Agent have
caused this Amendment to be duly executed as of the day and year first above
written.
PRIMESOURCE CORPORATION
By: /s/ James F. Mullan
----------------------------------------------
James F. Mullan, CEO and President
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Herbert J. Lemmer
----------------------------------------------
Name: Herbert J. Lemmer
Title: Vice President
2