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EXHIBIT 99.3
AMENDMENT
TO
AMENDED AND RESTATED
RIGHTS AGREEMENT
Amendment, dated as of June 1, 1999 (the "Amendment"), to the Rights
Agreement, dated as of November 27, 1990, and amended and restated as of
September 4, 1998 (the "Rights Agreement") between Banknorth Group, Inc., a
Delaware corporation (the "Company"), and Registrar and Transfer Company, as
Rights Agent (the "Rights Agent").
WITNESSETH:
WHEREAS, pursuant to Section 28 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 28 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:
(n) "Merger" shall have the meaning set forth in the Merger
Agreement.
(o) "Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of June 1, 1999, between the Company and PHFG, as
may be amended from time to time.
(p) "PHFG" shall mean Peoples Heritage Financial Group, Inc.
(q) "Option Agreement" shall mean the Option Agreement,
dated as of June 1, 1999, between the Company (as issuer) and PHFG
(as grantee), as may be amended from time to time.
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(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:
"Notwithstanding the foregoing or any other provision of this
Agreement to the contrary, none of PHFG, any Subsidiary of PHFG 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) The registered holder of any Right Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein)
in whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights
Agent at the principal office of the Rights Agent, together with
payment of the Purchase Price for each one one-hundredth of a
Preferred Share as to which the Rights are exercised, at or prior
to the earliest of (i) the close of business on November 27, 2005
(the "Final Expiration Date"), (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the "Redemption
Date"), (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof or (iv) the Effective Time (as such
term is defined in the Merger Agreement)."
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
Agreement, (ii) the consummation of the Merger and (iii) the
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consummation of the other transactions contemplated in the Merger
Agreement and the Option Agreement shall not be deemed to be an event
for purposes of this Section 13 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 Delaware 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.
BANKNORTH GROUP, INC.
Attest:
/s/ Xxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Treasurer Title: President and Chief
Executive Officer
REGISTRAR AND TRANSFER COMPANY
Attest:
/s/ Xxxxxxx X. Tatler By: /s/ Xxxx Xxxx Xxxxxxx
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Name: Xxxxxxx X. Tatler Name: Xxxx Xxxx Xxxxxxx
Title: Vice President and Title: Executive Vice President and
Assistant Secretary Chief Operating Officer
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