Exhibit 3
JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of November 6, 2001, between Thames Water
Aqua Holdings GmbH, a company organized under the laws of the Federal Republic
of Germany ("Parent"), the Xxxxxxx X. Xxxx Q-TIP Trust and the Xxxxxxx X. Xxxx
Residual Trust (the "Additional Stockholders"), each a stockholder of American
Water Works Company, Inc., a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, RWE Aktiengesellschaft, a company organized under the laws of
the Federal Republic of Germany, Parent, Apollo Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of Parent ("Sub"), and the Company
entered into an Agreement and Plan of Merger, dated as of September 16, 2001 (as
the same may be amended or supplemented, the "Merger Agreement"), providing for
the merger of Sub with and into the Company upon the terms and subject to the
conditions set forth in the Merger Agreement;
WHEREAS, Parent and certain stockholders of the Company entered into a
Voting Agreement, dated as of September 16, 2001 (as the same may be amended or
supplemented, the "Voting Agreement"; capitalized terms used without definition
herein having the meanings assigned to them in the Voting Agreement) to induce
Parent to enter into the Merger Agreement; and
WHEREAS, as of the date hereof, each Additional Stockholder is a
beneficial owner of, and has the power to vote or direct the vote with respect
to, the number of shares of Company Common Stock as set forth on the signature
page hereto beneath such Additional Stockholders' name; and
WHEREAS, the parties to this Joinder Agreement desire that the
Additional Stockholders become parties to the Voting Agreement as hereinafter
set forth;
NOW THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
1.1 Each Additional Stockholder (a) confirms that it has received a copy of the
Merger Agreement and Voting Agreement; (b) agrees that it hereby becomes a
Stockholder under
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the Voting Agreement as indicated by its signature below; (c) represents and
warrants as to itself, severally and not jointly, as to each of the
representations and warranties set forth in Article II of the Voting Agreement
which shall apply, mutatis mutandis, to this Joinder Agreement; and (d) agrees
that it will be bound by all of the provisions of the Voting Agreement and will
perform all the covenants, agreements and obligations which are required to be
performed by it as a Stockholder thereunder, including without limitation, the
provisions of Articles I and III of the Voting Agreement which shall apply,
mutatis mutandis, to this Joinder Agreement.
1.2 The provisions of Article IV of the Voting Agreement shall apply,
mutatis mutandis, to this Joinder Agreement.
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IN WITNESS WHEREOF, Parent and each of the Additional Stockholders
have signed or caused this Joinder Agreement to be signed by their respective
officers or other authorized person thereunto duly authorized, as of the date
first written above.
BESSEMER TRUST COMPANY, as trustee
as set forth below
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Principal
As Trustee for the Xxxxxxx X. Xxxx
Q-TIP Trust, with respect to
1,145,000 Existing Shares.
As Trustee for the Xxxxxxx X. Xxxx
Residual Trust, with respect to
657,600 Existing Shares.
Existing Shares: 1,802,600
Shares Not Subject to Transfer
Restrictions for purposes of
Exhibit A of the Voting Agreement:
57,250 Shares with respect to the
Xxxxxxx X. Xxxx Q-TIP Trust and
32,880 Shares with respect to the
Xxxxxxx X. Xxxx Residual Trust.
Notices for purposes of Exhibit B
of the Voting Agreement: Xxxxxxx
X. Xxxx Q-TIP Trust and the
Xxxxxxx X. Xxxx Residual Trust,
c/o Bessemer Trust Company, Attn:
Xxxx Xxxxxxxxx, 000 Xxxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxxxxx, XX
00000-0000
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Acknowledged and Agreed:
Thames Water Aqua Holdings GmbH
By: /s/ Xx. Xxxxxxx X. Xxxxx
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Name: Xx. Xxxxxxx X. Xxxxx
Title: Member of the Executive Board
By: /s/ Xx. Xxxxx Xxxxxxx
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Name: Xx. Xxxxx Xxxxxxx
Title: Member of the Executive Board
