Exhibit 4.7
**SECOND AMENDMENT OF RIGHTS AGREEMENT**
     This Second Amendment of Rights Agreement, dated as of this 13th day ofFebruary, 2004 (this “Amendment”), is between The Hillman Companies, Inc.(f/k/a SunSource, Inc.), a Delaware corporation (the “Company”), and Registrarand Transfer Company, a New Jersey corporation (the “Rights Agent”).
     WHEREAS, the Company and the Rights Agent constitute all of the parties tothat certain Rights Agreement dated as of July 31, 1997 by and among theCompany and the Rights Agent, as amended by that certain Amendment of RightsAgreement, dated as of June 18, 2001 (collectively, the “Amended RightsAgreement”);
     WHEREAS, the Company has delivered an appropriate certificate as describedin Section 26(a) of the Agreement;
     WHEREAS, pursuant to Section 26 of the Amended Rights Agreement, theCompany and the Rights Agent desire to amend the Agreement as set forth below;and
     WHEREAS, all capitalized terms not otherwise defined herein shall have themeanings ascribed to such terms in the Amended Rights Agreement.
     NOW, THEREFORE, in consideration of the premises and the mutual agreementsherein contained, and intending to be legally bound hereby, the parties heretodo hereby agree as follows:
     Section 1. Recitals.
            The recitals are hereby incorporated into this Agreement as if hereinafterset forth.
     Section 2. Amendments to Section 1.
                  (a) Section 1(c) of the Agreement relating to the definitions of“Beneficial Owner” and “beneficially own” is amended by adding the following atthe end thereof:
“Notwithstanding anything contained in this Agreementto the contrary, neither Newco nor any of itsAffiliates or Associates shall be deemed to be theBeneficial Owner of, nor to beneficially own, any ofthe Common Shares of the Company solely by virtue ofthe approval, execution or delivery of the MergerAgreement, or the consummation of the Merger and theother transactions contemplated by the MergerAgreement.”
 

 

     (b) Section 1 of the Agreement is amended by adding the following at theend thereof:
“(t) The following additional terms have the meaningsindicated:

“Merger” shall mean the merger of Newco with and intothe Company in accordance with the Delaware GeneralCorporation Law upon the terms and subject to theconditions set forth in the Merger Agreement.

“Merger Agreement” shall mean the Agreement and Planof Merger, to be entered into by and among Newco, theCompany and the other parties thereto.

“Newco” shall mean a newly formed subsidiary of CodeHennessy & Simmons IV L.P.
        Section 3. Expiration Date.
          Section 7(a) of the Agreement is hereby amended by deleting in itsentirety all text that appears after the phrase “(ii) the consummation of atransaction contemplated by Section 13(d) hereof,” and replacing it with thefollowing:
”, (iii) the time at which the Rights are redeemed orterminated as provided in Section 23 hereof, or (iv)the time immediately prior to the Effective Time (asdefined in the Merger Agreement) of the Merger;whereupon the Rights shall expire (the earlier of (i),(ii), (iii) and (iv) being herein referred to as the“Expiration Date”).”
        Section 4. New Section 34.
     The following is added as a new Section 34 to the Agreement:
     “Section 34. Newco, Merger, etc.
     Notwithstanding anything in this Agreement to thecontrary, none of the approval, execution or delivery of theMerger Agreement or the consummation of the Merger and theother transactions contemplated by the Merger Agreementshall cause (i) Newco or any of its Affiliates or Associatesto be deemed an Acquiring Person, (ii) a Stock AcquisitionDate to occur, (iii) a Distribution Date to occur inaccordance with the terms hereof, which Distribution Date,if any, shall instead be indefinitely deferred until suchtime as the Board of Directors may otherwise determine, or(iv) a Triggering Event.”
-2-

 

        Section 5. Severability.
             If any term, provision, covenant or restriction of this Amendment is heldby a court of competent jurisdiction or other authority to be invalid, void orunenforceable, the remainder of the terms, provisions, covenants andrestrictions of this Amendment shall remain in full force and effect and shallin no way be affected, impaired or invalidated.
        Section 6. Governing Law.
             This Amendment shall be deemed to be a contract made under the laws of theCommonwealth of Pennsylvania (excluding the choice of law provisions) and forall purposes shall be governed by and construed in accordance with the laws ofsuch Commonwealth applicable to contracts made and to be performed entirelywithin such Commonwealth.
        Section 7. Counterparts.
             This Amendment may be executed in any number of counterparts and each ofsuch counterparts shall for all purposes be deemed to be an original, and allsuch counterparts shall together constitute but one and the same instrument.
        Section 7. Effect of Amendment.
             Except as expressly modified herein, the Amended Rights Agreement shallremain in full force and effect.
**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]**
-3-

 

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to beduly executed and their respective corporate seals to be hereunto affixed andattested, all as of the day and year first above written.   Attest: THE HILLMAN COMPANIES, INC.  /s/ Mick Hillman By: /s/ James P. Waters     Name: Name: James P. Waters     Title: Title: Chief Financial Officer and Secretary     Attest: REGISTRAR AND TRANSFER COMPANY  /s/ Mary Rose Cascaes By: /s/ William P. Tatler     Name: Mary Rose Cascaes Name: William P. Tatler     
Title:  Executive Vice President                    and Secretary

 
 Title: Vice President   
-4-