EXHIBIT 99(A)
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AMENDMENT NO. 4 TO RIGHTS AGREEMENT
Amendment No. 4 (this "Amendment"), dated as of April 1, 2001, between
First Coastal Corporation, a Delaware corporation (the "Company"), and Mellon
Investor Services LLC, formerly known as ChaseMellon Shareholder Services,
L.L.C., a New Jersey limited liability company (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to the Rights
Agreement, dated as of February 25, 1998, as amended (the "Agreement");
WHEREAS, the Company has delivered to the Rights Agent an appropriate
certificate pursuant to Section 27 of the Agreement; and
WHEREAS, in accordance with Section 27 of the Agreement, the Company
and the Rights Agent desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
SECTION 1. AMENDMENTS TO SECTION 1.
(a) Section 1(a) of the Agreement relating to the definition of
"Acquiring Person" is amended by adding the following at the end thereof
immediately following subparagraph (iii):
"Notwithstanding anything contained in this Agreement to the
contrary, neither Norway nor any of its Affiliates or Associates,
shall be deemed to be an Acquiring Person solely by virtue of the
approval, execution or delivery of the Merger Agreement or the
Company Stockholder Agreement, or the consummation of the Merger and
the other transactions contemplated by the Merger Agreement and the
Company Stockholder Agreement."
(b) Section 1 of the Agreement is amended by adding the following at
the end thereof:
"(ee) The following additional terms have the meanings indicated:
"Merger" shall mean the merger of the Company with and into Norway
in accordance with the General Corporation Law of the State of
Delaware upon the terms and subject to the conditions set forth in
the Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of Merger,
dated as of April 1, 2001, by and between Norway, Norway Merger
Subsidiary, Inc., Norway Savings Bank, Coastal Bank and the Company
(as such agreement may be amended from time to time).
"Company Stockholder Agreement" shall mean the Stockholder
Agreement, dated as of April 1, 2001, by and among Norway and
certain stockholders of the Company (as such agreement may be
amended from time to time).
"Norway" shall mean Norway Bancorp, Inc., a Delaware corporation.
SECTION 2. EXPIRATION DATE.
Section 7(a) of the Agreement is hereby amended by deleting the word
"or" that appears immediately prior to the symbol "(iv)," replacing it with a
comma, deleting the parenthetical contained at the end of Section 7(a) and by
adding the following to the end of the amended Section 7(a):
", or (v) the time immediately prior to the Merger Effective Date
(as defined in the Merger Agreement), whereupon the Rights shall
expire (the earliest of (i), (ii), (iii), (iv) and (v) being herein
referred to as the "Expiration Date")."
SECTION 3. NEW SECTION 35.
The following is added as a new Section 35 to the Agreement:
"Section 35. Merger and Exchange of Stock with Norway
Notwithstanding anything in this Agreement to the contrary, none of
the approval, execution or delivery of the Merger Agreement, or the
Company Stockholder Agreement or the consummation of the Merger and
the other transactions contemplated by the Merger Agreement, and the
Company Stockholder Agreement
shall cause (i) Norway or any of its Affiliates or Associates to be
deemed an Acquiring Person, (ii) a Stock Acquisition Date to occur,
(iii) a Distribution Date to occur, or (iv) a Triggering Event."
SECTION 4. SEVERABILITY.
If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
Section 5. Governing Law.
This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state.
SECTION 6. COUNTERPARTS.
This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
SECTION 7. EFFECT OF AMENDMENT.
Except as expressly modified herein, the Agreement shall remain in
full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, as of the day and year first above written.
Attest: FIRST COASTAL CORPORATION
By: /s/ Patricia J. Briand By: /s/ Gregory T. Caswell
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Patricia J. Briand Gregory T. Caswell
Corporate Secretary President and Chief Executive
Officer
Attest: MELLON INVESTOR SERVICES LLC
By: /s/Lee Tinto By: /s/ Kimberly A. Crowell
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Lee Tinto Kimberly A. Crowell
Assistant Vice President