Exhibit 4.3
AGREEMENT OF SUBSTITUTION AND AMENDMENT OF
COMMON SHARES RIGHTS AGREEMENT
This Agreement of Substitution and Amendment is entered into as of
January 15, 2002, by and between Pennichuck Corporation, a New Hampshire
corporation (the "Company") and American Stock Transfer and Trust Company, a New
York banking corporation ("AST").
RECITALS
A. On or about April 20, 2000, the Company entered into a Rights
Agreement, as subsequently amended (the "Rights Agreement") with Fleet
National Bank as rights agent.
B. On or about October 10, 2001, EquiServe Trust Company, N.A., an
affiliate of Fleet National Bank, was appointed as successor rights
agent under the Rights Agreement (the "Predecessor Agent").
C. The Company wishes to remove the Predecessor Agent and substitute AST
as rights agent pursuant to Section 21 of the Rights Agreement.
D. The Company has given the Predecessor Agent proper 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. 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.
2. 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.
3. 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.
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4. Section 3(c) of the Rights Agreement is amended by striking the form of
the legend contained in said section and substituting the following in
lieu thereof:
This certificate also evidences and entitles the holder hereof
to certain Rights as set forth in a Rights Agreement between
Pennichuck Corporation and American Stock Transfer & Trust
Company as Rights Agent, dated as of April 20, 2000, as
amended (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is
on file at the principal executive offices of Pennichuck
Corporation. Under certain circumstances, as set forth in the
Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this
certificate. Pennichuck Corporation will mail to the holder of
this certificate a copy of the Rights Agreement without charge
after a receipt of a written request therefor. Under certain
circumstances, Rights that are or were acquired or
beneficially owned by Acquiring Persons (as defined in the
Rights Agreement) may become null and void.
5. Section 26 of the Rights Agreement is amended to provide that notices
or demands shall be addressed as follows (until another address is
filed):
If to the Company: Pennichuck Corporation
0 Xxxxx Xxxxxx, X.X. Xxx 000
Xxxxxx, Xxx Xxxxxxxxx 00000-0000
Attention: President
with a copy to: Xxxxxxxxx, Xxxxxxxx & Xxxxxxxx, P.A.
000 Xxxxx Xxxx Xxxxxx, X.X. Xxx 0000
Xxxxxxx, Xxx Xxxxxxxxx 03302-1415
If to AST: American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attention: Shareholder Services Division
6. Except as expressly modified herein, the Rights Agreement shall remain
in full force and effect.
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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 date indicated above.
PENNICHUCK CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. Xxxxx
Vice President, Treasurer and
Chief Financial Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
Vice President
