EXHIBIT 4.3
SECOND AMENDMENT TO RIGHTS AGREEMENT, DATED AS OF APRIL 19, 2000, BETWEEN NBT
BANCORP INC. AND AMERICAN STOCK TRANSFER TRUST COMPANY AS RIGHTS AGENT.
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT dated as of April 19, 2000 (this "Second Amendment"),
to the RIGHTS AGREEMENT dated as of November 15, 1994, as amended as of December
16, 1999 (the "Agreement"), between NBT Bancorp Inc., a Delaware corporation
(the "Corporation"), and American Stock Transfer Trust Company (the "Rights
Agent").
WHEREAS, the Corporation and the Agent have entered into the Agreement
at the direction of the Corporation; and
WHEREAS, the Distribution Date (as defined in the Agreement) has not
occurred and the penultimate sentence of Section 26(a) of the Agreement is not
applicable to this Amendment; and
WHEREAS, Section 27 of the Rights Agreement provides that the
Corporation may from time to time supplement or amend the Rights Agreement in
accordance with the terms of Section 27; and
WHEREAS, the Corporation and BSB Bancorp, Inc., a Delaware corporation
("BSB"), have entered into an Agreement and Plan of Merger, dated as of April
19, 2000 (the "Merger Agreement"), pursuant to which BSB will merge (the
"Merger") with and into the Corporation; and
WHEREAS, in connection with the Merger Agreement, the Corporation and
BSB have entered into a Stock Option Agreement, dated April 19, 2000 (the
"Option Agreement"), pursuant to which the Corporation has granted to BSB an
option to purchase shares of the Corporation's Common Stock under certain
circumstances and upon certain terms and conditions; and
WHEREAS, the Board of Directors has determined that the transactions
contemplated by the Merger Agreement are advisable; and
WHEREAS, the Board of Directors has determined that it is advisable to
amend the Rights Agreement to exempt the Merger Agreement, the Option Agreement
and the transactions contemplated thereby (including, without limitation, the
option granted pursuant to the Option Agreement) from the application of the
Rights Agreement; and
WHEREAS, the Board of Directors of the Corporation has approved and
adopted this Amendment and directed that the proper officers take all
appropriate steps to execute and put into effect this Amendment.
NOW, THEREFORE, the Agreement is amended as follows (terms used and not
defined herein have the meanings as defined in the Agreement):
1. Section 1(a) of the Rights Agreement is hereby amended by
inserting the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
until the termination of both the BSB Merger Agreement and the BSB
Stock Option Agreement (each as defined below) in accordance with their
respective terms, neither BSB Bancorp, Inc., a Delaware corporation
("BSB"), nor any Affiliate or Associate of BSB (collectively with BSB,
the "BSB Parties") shall be deemed to be an Acquiring Person by virtue
of the fact that BSB is the Beneficial Owner solely of shares of Common
Stock (i) of which any BSB Party is or becomes the Beneficial Owner by
reason of the
approval, execution or delivery of the Agreement and Plan of Merger,
dated as of April 19, 2000, by and between the Corporation and BSB, as
may be amended from time to time (the "BSB Merger Agreement"), or the
Stock Option Agreement, dated April 19, 2000, between the Corporation,
as issuer, and BSB, as grantee, as may be amended from time to time
(the "BSB Stock Option Agreement"), or by reason of the consummation of
any transaction contemplated in the BSB Merger Agreement, the BSB Stock
Option Agreement or both, (ii) of which any BSB Party is the Beneficial
Owner on the date hereof, (iii) acquired in satisfaction of debts
contracted prior to the date hereof by any BSB Party in good faith in
the ordinary course of such BSB Party's banking business, (iv) held by
any BSB Party in a bona fide fiduciary or depository capacity, or (v)
owned in the ordinary course of business by either (A) an investment
company registered under the Investment Company Act of 1940, as
amended, or (B) an investment account, in either case for which any BSB
Party acts as investment advisor."
2. Section 15 of the Rights Agreement is hereby amended to add
the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any
holder of Rights or any other Person any legal or equitable rights,
remedies or claims under this Agreement in connection with any
transactions contemplated by the BSB Merger Agreement or the BSB Stock
Option Agreement."
3. This Amendment shall be deemed to be in force and effective
immediately prior to the execution and delivery of the Merger
Agreement. Except as amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise
unaffected hereby.
4. The provisions of Sections 27, 29, 30, 31, and 33 of the
Agreement shall apply to this Amendment as if set forth
herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
NBT BANCORP INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Executive Officer
AMERICAN STOCK TRANSFER TRUST COMPANY, as
Rights Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
