AMENDMENT NO. 1 TO RIGHTS AGREEMENT
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THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "AMENDMENT") is made as
of January 28, 2003 by and between Central Bancorp, Inc., a Massachusetts
corporation (the "COMPANY"), and EquiServe Trust Company, N.A., a national
banking association (the "RIGHTS AGENT"). Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed thereto in the Rights
Agreement referenced below.
BACKGROUND
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WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement dated as of October 11, 2001 (the "RIGHTS AGREEMENT"), pursuant to
which the Board of Directors of the Company authorized and declared a dividend
of one Right for each share of Common Stock outstanding at the close of business
on the Record Date, and authorized the issuance of one Right with respect to
each share of Common Stock that has or will become outstanding between the
Record Date and prior to the Separation Time, upon the terms and subject to the
conditions set forth in the Rights Agreement; and
WHEREAS, the Rights Agent desires to resign as such and in furtherance
wishes to facilitate the appointment of a successor; and
WHEREAS, pursuant to Section 5.4 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend the Rights
Agreement without any approval of the holders of the Rights; and
NOW, THEREFORE, the parties hereto, in consideration of the premises
and agreements contained herein, intending to be legally bound hereby, agree as
follows:
1. Section 4.4 of the Rights Agreement is amended to read as follows:
4.4 Change of Rights Agent. The Rights Agent may resign and be
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discharged from its duties under this Agreement upon 60 days' notice
(or such lesser notice as is acceptable to the Company) in writing
mailed to the Company and to each transfer agent of Common Stock by
registered or certified mail, and to the holders of the Rights in
accordance with Section 5.9. The Company may remove the Rights Agent
upon 60 days' notice in writing, mailed to the Rights Agent and to
each transfer agent of the Common Stock by registered or certified
mail, and to the holders of the Rights in accordance with Section 5.9.
If the Rights Agent should resign or be removed or otherwise become
incapable of acting, the Company will appoint a successor to the
Rights Agent. If the Company fails to make such appointment within a
period of 30 days after such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of any Rights (which
holder shall, with such notice, submit such holder's Rights
Certificate for inspection by the Company), then the holder of any
Rights or the Rights Agent may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court,
shall be a corporation organized and doing business under the laws of
the United States or any other state of the United States which is
authorized under such laws to exercise the powers of the Rights Agent
contemplated by this Agreement and is subject to supervision or
examination by federal or state authority. After appointment, the
successor Rights Agent will be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as
Rights Agent without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such
appointment, the Company will file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock,
and mail a notice thereof in writing to the holders of the Rights.
Failure to give any notice provided for in this Section 4.4, however,
or any defect therein, shall not affect the legality or validity of
the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.
2. Resignation of Rights Agent. The resignation of the of the Rights
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Agent is hereby accepted by the Company as of the date hereof and the Rights
Agent shall be relieved of any and all liability hereunder to the Company or the
Rights Holders.
3. Full Force and Effect. This Amendment shall be effective as of the
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date hereof. Except as expressly amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
4. Governing Law. This Agreement shall be deemed to be a contract made
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under the laws of the Commonwealth of Massachusetts 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.
5. Counterparts. This Agreement may be executed in any number of
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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.
(signatures on following page)
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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.
CENTRAL BANCORP, INC.
By:/s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: President
EQUISERVE TRUST COMPANY, N.A.
By:/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Managing Director
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