Exhibit 4.1
AMENDMENTS TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 27, Supplements and
Amendments of the Rights Agreement between Fleet National Bank (the
"Rights Agent") and Pennichuck Corporation ("Pennichuck") dated April
20, 2000 (the "Agreement"), the Rights Agent and Pennichuck desire to
amend the Agreement to appoint EquiServe Trust Company, N.A.
2. EFFECTIVENESS. This Amendment shall be effective as of October 10, 2001
(the "Amendment") and all defined terms and definitions in the Agreement
shall be the same in the Amendment except as specifically revised by
the Amendment.
3. REVISION. The section in the Agreement entitled "Change of Rights Agent"
is hereby deleted in its entirety and replaced with the following:
CHANGE OF RIGHTS AGENT. The Rights Agent or any successor Rights Agent
may resign and be discharged from its duties under this Agreement upon
30 days' notice in writing mailed to the Company and to each transfer
agent of the Common Shares or Preferred shares by registered or certified
mail and to the holders of the Right Certificates by first-class mail.
The Company may remove the Rights Agent or any successor Rights Agent
upon 30 days' notice in writing mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the
Common Shares or Preferred Shares by registered or certified mail, and to
the holders of the Right Certificates by first-class mail. If the Rights
Agent shall resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Rights Agent. If the
Company shall fail to make such appointment within a period of 30 days
after giving notice of such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or
incapacitated rights Agent or by the holder of a Right Certificate (who
shall, with such notice, submit such holder's Right Certificate for
inspection by the company), then the registered holder of any Right
Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation or
trust company organized and doing business under the laws of the United
States, in good standing, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision
or examination by federal or state authority and which has individually
or combined with an affiliate at the time of its appointment as Rights
Agent a combined capital and surplus of at least $100 million dollars.
After appointment, the successor Rights Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and
transfer to the successor Rights Agent any property at the time held by
it hereunder, and execute and deliver any further assurance, conveyance,
act or deed necessary for the purpose. Not later than the effective date
of any such appointment the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common
Shares or Preferred Shares, and mail a notice thereof in writing to the
registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the
case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly
authorized officers, as of this 10th day of October, 2001.
PENNICHUCK CORPORATION FLEET NATIONAL BANK
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
Title: Vice President, Treasurer Title: Managing Director,
and Chief Financial Officer Client Administration
EQUISERVE TRUST COMPANY, N.A.
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By: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
Title: Managing Director,
Client Administration