EXHIBIT 4.2.b
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT to the Rights Agreement (as defined below) is entered
into as of June 1, 1999 between AGL Resources Inc., a Georgia corporation (the
"Company"), and EquiServe Trust Company, N.A., a national banking association
("EquiServe").
WHEREAS, Wachovia Bank of North Carolina, N.A. ("Wachovia") has acted as
the Rights Agent pursuant to the Rights Agreement dated as of March 6, 1996,
between the Company and Wachovia (the "Rights Agreement");
WHEREAS, Wachovia has notified the Company of its intent to resign and be
discharged from its duties as Rights Agent under the Rights Agreement;
WHEREAS, pursuant to Section 21 of the Rights Agreement, the Company has
appointed EquiServe as the successor Rights Agent;
WHEREAS, EquiServe is a national banking association organized and doing
business under the laws of the United States, is authorized under such laws to
exercise corporate trust or stock transfer powers, is subject to supervision or
examination by a state or federal authority and, together with its affiliates,
has a combined capital and surplus of at least $50 million; and
WHEREAS, the Company desires to amend the Rights Agreement to reflect the
appointment of EquiServe as Rights Agent.
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the Rights Agreement hereby is amended as follows:
1. The first sentence of the Rights Agreement hereby is amended by
deleting such sentence in its entirety and substituting the following in lieu
thereof:
"Agreement, dated as of March 6, 1996 and as amended as of
June 1, 1999, between AGL Resources Inc., a Georgia corporation
(the "Company"), and EquiServe Trust Company, N.A., a
national banking association (the "Rights Agent")."
2. Section 2 of the Rights Agreement is hereby amended by deleting the
last sentence of that section in its entirety and substituting in lieu thereof
the following:
"The Company may from time to time appoint such co-Rights Agents as it
may deem necessary or desirable, upon ten (10) days' prior written
notice to the Rights Agent. The Rights Agent shall have no duty to
supervise, and shall in no event be liable for, the acts or omissions
of any such co-Rights Agent."
3. Section 3(c) of the Rights Agreement is hereby amended by deleting the
first sentence of the legend set forth in that section and substituting in lieu
thereof the following:
"This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between AGL
Resources Inc., a Georgia corporation, and EquiServe Trust Company,
N.A., dated as of March 6, 1996 and as amended as of June 1, 1999, as
the same may be amended from time to time (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 AGL
Resources Inc."
4. Section 21 of the Rights Agreement is hereby amended by deleting the
fifth sentence of that section in its entirety and substituting in lieu thereof
the following:
"Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation, national banking association or
trust company organized and doing business under the laws of the
United States or any State thereof, 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 either itself has, or together with an affiliate has, at the
time of its appointment as Rights Agent, a combined capital and
surplus of at least $50 million."
5. (a) Effective July 1, 1999, Section 26 of the Rights Agreement is
hereby amended by deleting the address of the Company and inserting the
following:
AGL Resources Inc.
The Biltmore
000 X. Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Corporate Secretary
(b) Section 26 of the Rights Agreement is hereby amended by deleting
the address of the Rights Agent and inserting the following:
EquiServe Trust Company, N.A.
c/o EquiServe Limited Partnership
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Client Administration
6. Exhibit A to the Rights Agreement is hereby amended by deleting the
first sentence in its entirety and substituting in lieu thereof the following:
This certifies that _____________________ or registered
assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the
Rights Agreement, dated as of March 6, 1996 and as amended
as of June 1, 1999, as the same may be amended from time to
time (the "Rights Agreement"), between AGL Resources Inc., a
Georgia corporation (the "Company") and EquiServe Trust
Company, N.A., a national banking association (the "Rights
Agent"), to purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M., New York City time, on
March 6, 2006 at the office or agency of the Rights Agent
designated for such purpose, or of its successor as Rights
Agent, one one-hundredth of a fully paid non-assessable
share of Class A Junior Participating Preferred Stock, no
par value per share (the "Preferred Stock"), of the Company,
at a purchase price of $60 per one one-hundredth of a share
of Preferred Stock (the "Purchase Price"), upon presentation
and surrender of this Right Certificate with the Form of
Election to Purchase duly executed.
7. Exhibit A of the Rights Agreement is further amended by deleting the
counter-signature from the signature page of Exhibit A and substituting in lieu
thereof the following:
"Countersigned:
EQUISERVE TRUST COMPANY, N.A.,
As Rights Agent
By:__________________________________
Name:________________________________
Title:_______________________________"
8. Exhibit B of the Rights Agreement is hereby amended by deleting the
last sentence of the first paragraph in its entirety and substituting in lieu
thereof the following:
"The description and terms of the Rights are set forth in a
Rights Agreement dated as of March 6, 1996 and as amended as
of June 1, 1999, as the same may be amended from time to
time (the "Rights Agreement") between the Company and
EquiServe Trust Company, N.A. (the "Rights Agent")."
9. All other references in the Rights Agreement to "Wachovia Bank of
North Carolina" hereby are changed to "EquiServe Trust Company, N.A." and all
references to the Rights Agent shall be deemed to be references to EquiServe
Trust Company, N.A.
Capitalized terms used herein and not otherwise defined shall have those
meanings ascribed to them in the Rights Agreement.
(Signatures on following page)
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
the Rights Agreement to be duly executed as of the 1/st/ day of June, 1999.
AGL RESOURCES INC.
Attest:
/s/ Xxxxxxx X. Xxxxx By: /s/ J. Xxxxxxx Xxxxx
----------------------------- --------------------
Corporate Secretary Senior Vice President and Chief
Financial Officer
[Corporate Seal]
EQUISERVE TRUST COMPANY, N.A.
Attest:
/s/ By: /s/ Xxxxxxx Xxxxx
----------------------------- ---------------------
Managing Director Director
[Seal]
By signing hereunder, Wachovia Bank, N.A. (formerly Wachovia Bank of North
Carolina, N.A.) hereby acknowledges its resignation as Rights Agent and the
appointment of EquiServe Trust Company, N.A. as successor Rights Agent.
WACHOVIA BANK, N.A.
Attest:
/s/ By: /s/ Xxxxxxx X. Xxxxxx
---------------------------- ----------------------
Assistant Secretary Vice President
[Seal]
