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EXHIBIT 99.4
AMENDMENT
TO
RIGHTS AGREEMENT
Amendment, dated as of June 1, 1999 (the "Amendment"), to the Rights
Agreement, dated as of September 12, 1989 (the "Rights Agreement") between
Peoples Heritage Financial Corporation, a Maine corporation (the "Company"),
and American Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agent").
WITNESSETH:
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
prior to any Distribution Date (as defined in the Rights Agreement) supplement
or amend the Rights Agreement without the approval of any holders of right
certificates representing the common stock of the Company; and
WHEREAS, the Company now desires to amend the Rights Agreement as set
forth in this Amendment, and pursuant to Section 27 of the Rights Agreement,
the Company hereby directs that the Rights Agreement should be amended as set
forth in this Amendment.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Amendments to Section 1.
(a) Section 1 of the Rights Agreement is hereby amended by adding
the following definitions:
(qq) "Banknorth" shall mean Banknorth Group, Inc.
(rr) "Merger" shall have the meaning set forth in the Merger
Agreement.
(ss) "Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of June 1, 1999, between the Company and
Banknorth, as may be amended from time to time.
(tt) "Option Agreement" shall mean the Option Agreement, dated
as of June 1, 1999, between the Company (as issuer) and Banknorth
(as grantee), as may be amended from time to time.
(b) The definition of "Acquiring Person" in Section 1(a) of the Rights
Agreement is hereby amended by inserting the following sentence at the end
thereof:
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"Notwithstanding the foregoing or any other provision of this
Agreement to the contrary, none of Banknorth, any Subsidiary of
Banknorth or any other Person shall be deemed to be an Acquiring
Person by virtue of the Merger Agreement and the Option Agreement
as a result of any of (i) the execution and delivery of the Merger
Agreement and the Option Agreement, (ii) the consummation of the
Merger and (iii) the consummation of the other transactions
contemplated in the Merger Agreement and the Option Agreement."
2. Amendment to Section 3(a). Section 3(a) of the Rights Agreement is
hereby amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as a result
of any of (i) the execution and delivery of the Merger Agreement
and the Option Agreement, (ii) the consummation of the Merger and
(iii) the consummation of the other transactions contemplated in
the Merger Agreement and the Option Agreement.
3. Amendment to Section 7(a). Section 7(a) of the Rights Agreement is
hereby amended and restated in its entirety 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), Section 23(a) and Section 24 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 of Preferred Stock (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 earliest of (i) the Final Expiration Date, (ii) the time at
which the Rights are redeemed as provided in Section 23 hereof or
(iii) the Effective Time (as such term is defined in the Merger
Agreement) (the earliest of (i), (ii) and (iii) being herein
referred to as the "Expiration Date")."
4. Amendment to Section 13. Section 13 of the Rights Agreement is hereby
amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, (i)
the execution and delivery of the Merger Agreement and the Option
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Agreement, (ii) the consummation of the Merger and (iii) the
consummation of the other transactions contemplated in the Merger
Agreement and the Option Agreement shall not be deemed to be a
Section 13 Event and shall not cause the Rights to be adjusted or
exercisable in accordance with, or any other action to be taken or
obligation to arise pursuant to, this Section 13."
5. This Amendment shall be deemed effective as of the date first above
written, as if executed on such date. 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 Rights Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect and shall
be otherwise unaffected.
6. Governing Law. This Amendment shall be deemed to be a contract made
under the laws of the State of Maine 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.
7. Counterparts. 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.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first above written.
Attest: PEOPLES HERITAGE FINANCIAL GROUP, INC.
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxx
Title: Executive Vice President, Title: Chairman, President and Chief
Chief Operating Officer, Executive Officer
Chief Financial Officer and
Treasurer
Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
/s/ Xxxxxxxxx X. Xxxxx By: /s/ Xxxxxxx X'Xxxx
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Name: Xxxxxxxxx X. Xxxxx Name: Xxxxxxx X'Xxxx
Title: Vice President Title: Vice President
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