Exhibit 4.1
AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement (this "Amendment") is made effective as
of January 1, 2002, by and among Pinnacle West Capital Corporation, an Arizona
corporation ("Pinnacle West"), Fleet National Bank, formerly known as
BankBoston, N.A. ("Fleet"), and EquiServe Trust Company, N.A. ("EquiServe"), as
the new Rights Agent. All capitalized terms used herein and not defined shall
have their meanings set forth in the Agreement (as defined below).
1. GENERAL BACKGROUND. In accordance with Section 27 of the Amended and
Restated Rights Agreement between Pinnacle West and BankBoston, N.A., dated
as of March 26, 1999 (the "Agreement"), the parties hereto desire to amend
the Agreement as set forth below.
2. APPOINTMENT OF SUCCESSOR RIGHTS AGENT. Pinnacle West hereby appoints
EquiServe as the successor Rights Agent under the Agreement and EquiServe
hereby accepts such appointment and assumes and agrees to perform each and
all of the obligations, covenants and agreements of the Rights Agent under
the Agreement, as such Agreement may be modified herein.
3. REVISION. Section 21 of the Agreement entitled "Change of Rights Agent" is
hereby deleted in its entirety and replaced with the following:
CHANGE OF RIGHTS AGENT. The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon 30 days'
notice in writing mailed to the Company and to each transfer agent of the
Common Stock or Preferred Stock by registered or certified mail, and,
following the Distribution Date, to the holders of the Right Certificates
by first-class mail. The Company may remove the Rights Agent or any
successor Rights Agent upon 30 days' notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Stock or Preferred Stock by registered or
certified mail, and, following the Distribution Date, to the holders of the
Right Certificates by first-class mail. If the Rights Agent shall resign or
be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice of 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 a Right Certificate (who shall, with such notice, submit such holder's
Right Certificate for inspection by the Company), then the registered
holder of any Right Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent or its agent, whether appointed by the Company or by such a
court, shall be a corporation, bank or trust company organized and doing
business under the laws of the United States, in good standing, which is
authorized under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or state
authority and which has individually or combined with an affiliate at the
time of its appointment as Rights Agent a combined capital and surplus of
at least $100 million dollars. After appointment, the successor Rights
Agent shall 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 shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock or
Preferred Stock, and, following the Distribution Date, mail a notice
thereof in writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21, 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.
4. Except as explicitly amended hereby, the Agreement and all schedules or
exhibits thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the date first set forth above.
PINNACLE WEST CAPITAL CORPORATION FLEET NATIONAL BANK (FORMERLY KNOWN AS
BANKBOSTON, N.A.)
Xxxx Xxxxxxxxx Xxxxxx X. Xxxxxx
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By: Xxxx Xxxxxxxxx By: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary Title: Managing Director
EQUISERVE TRUST COMPANY, N.A.
Xxxxxx X. Xxxxxx
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By: Xxxxxx X. Xxxxxx
Title: Managing Director
