Exhibit 99.2
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of
this 29th day of April, 2002 by and between Pennichuck Corporation, a New
Hampshire corporation (the "Company"), and American Stock Transfer & Trust
Company, as rights agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of April 20, 2000 (the "Rights Agreement").
WHEREAS, it has been proposed that the Company enter into an Agreement
and Plan of Merger (as the same may be amended from time to time, the "Merger
Agreement") dated April 29, 2002 by and among the Company, Philadelphia Suburban
Corporation, a Pennsylvania corporation ("Parent"), and Raleigh Acquisition
Corporation, a New Hampshire corporation ("Acquisition Sub"), providing for
certain transactions pursuant to which, among other things, Acquisition Sub will
merge with and into the Company (the "Merger") and each share of Company common
stock, par value $1.00 per share (each, a "Common Share"), together with each
associated Right under the Rights Agreement, will be converted into the rights
to receive that number of shares of common stock, par value $.50 per share, of
Parent set forth in the Merger Agreement.
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement effective before any party agrees to or enters into the Merger
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. The definition of "Acquiring Person" set forth in Section 1 of the
Rights Agreement is hereby amended by adding the following sentence to the end
of that definition:
Notwithstanding anything else set forth in this Agreement,
no Person shall be an Acquiring Person by reason of the execution
and delivery of, or any Person becoming a Beneficial Owner of
Common Shares pursuant to, the Merger Agreement or the completion
of the Merger as contemplated by the Merger Agreement.
2. The definition of "Shares Acquisition Date" included in Section 1 of
the Rights Agreement shall be amended by adding the following sentence to the
end of such definition:
Notwithstanding anything else set forth in this Agreement, a
Shares Acquisition Date shall not be deemed to have occurred by
reason of the public announcement or public disclosure of the
Merger Agreement or the transactions contemplated thereby among
the parties thereto, including, without limitation, the Merger.
3. Section 3(a) of the Rights Agreement shall be amended by adding the
following sentence to the end thereof:
Notwithstanding anything else set forth in this Agreement,
no Distribution Date shall be deemed to have occurred by reason
of the commencement of or the public announcement or public
disclosure of the execution and delivery of, or any Person
becoming the Beneficial Owner of Common Shares pursuant to, the
Merger Agreement, or the transactions contemplated thereby among
the parties thereto, including, without limitation, the Merger.
4. Section 7(a) of the Rights Agreement shall be amended by deleting
the "or" immediately preceding the "(iii)" and by adding the following to the
end thereof:
or (iv) immediately prior to the Effective Time (as defined in
the Merger Agreement).
5. Section 1 of the Rights Agreement shall be amended by adding the
following to the end thereof:
"Merger" and "Merger Agreement" shall have the meanings
given to them in the Amendment to Rights Agreement dated April
29, 2002 between the Company and the Rights Agent.
6. Section 27 of the Rights Agreement shall be amended by deleting the
phrase "that from and after such time as any Person becomes an Acquiring Person"
and inserting in lieu thereof "that from and after the Distribution Date".
7. The Rights Agreement, as amended by this Amendment, shall remain in
full force and effect in accordance with its terms.
[Rest of page intentionally left blank]
-2-
IN WITNESS WHEREOF, the parties herein have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
PENNICHUCK CORPORATION
By: /s/ Xxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxx X. Xxxx
Title: Chief Executive Officer
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
-3-
