EXHIBIT 4.2
AGREEMENT OF SUBSTITUTION AND AMENDMENT OF
SHAREHOLDER RIGHTS AGREEMENT
This Agreement of Substitution and Amendment is entered into effective
as of November 1, 2002, by and between CIRCOR International, Inc.,a Delaware
corporation (the "Company") and American Stock Transfer and Trust Company, a New
York banking corporation ("AST").
RECITALS
A. On or about September 16, 1999, the Company entered into a Shareholder
Rights Agreement (the "Rights Agreement") with BankBoston, N.A. (the
"Predecessor Agent") as rights agent.
B. The Company wishes to remove the Predecessor Agent and substitute AST
as rights agent pursuant to Section 21 of the Rights Agreement.
C. The Company has given the Predecessor Agent notice of removal of the
Predecessor Agent as rights agent.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and of other
consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Section 21 of the Rights Agreement is hereby amended to provide that
any successor rights agent shall, at the time of its appointment as
rights agent, have a combined capital and surplus of at least $10
million, rather than $100 million.
2. The Company hereby appoints AST as rights agent pursuant to Section 21
of the Rights Agreement, to serve in that capacity for the
consideration and subject to all of the terms and conditions of the
Rights Agreement.
3. AST hereby accepts the appointment as rights agent pursuant to Section
21 of the Rights Agreement and agrees to serve in that capacity for
the consideration and subject to all of the terms and conditions of
the Rights Agreement.
4. From and after the effective date hereof, each and every reference in
the Rights Agreement to a "Rights Agent" shall be deemed to be a
reference to AST.
Section 26 of the Rights Agreement is amended to provide that notices or demands
to the Rights Agent shall be addressed as follows (until another address is
filed):
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attention: Corporate Trust Department
5. Except as expressly modified herein, the Rights Agreement shall remain
in full force and effect.
7. This Agreement of Substitution and Amendment may be executed in one or
more counterparts, each of which shall together constitute one and the
same document.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the dated indicated above.
CIRCOR International, Inc.
By: /S/ XXXX X. XXXXX
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Xxxx X. Xxxxx, Corporate Counsel
and Assistant Secretary
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /S/ XXXXXXX X. XXXXXX
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Name:Xxxxxxx X. Xxxxxx
Vice-President
