AGREEMENT OF SUBSTITUTION AND AMENDMENT OF
COMMON SHARES RIGHTS AGREEMENT
This Agreement of Substitution and Amendment is entered into as of
August 16, 2002, by and between Badger Meter, Inc., a Wisconsin corporation (the
"Company") and American Stock Transfer and Trust Company, a New York banking
corporation ("AST").
RECITALS
A. On May 26, 1998, the Company entered into a Common Shares Rights
Agreements (the "Rights Agreement") with Firstar Trust Company (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 $50 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.
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:
Badger Meter, Inc.
0000 Xxxx Xxxxx Xxxx Xxxx
P. O. Box 245036
Milwaukee, Wisconsin 53224-9536
Attn: Chief Executive Officer
If to AST:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attention: Corporate Trust Department
6. Except as expressly modified herein, all other terms and conditions of
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 date indicated above.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Vice President - Corporate Legal
Counsel and Secretary
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Vice President
