Agreement of Substitution and Amendment of Shareholder Rights Agreement between CIRCOR International, Inc. and American Stock Transfer & Trust Company

Summary

CIRCOR International, Inc. and American Stock Transfer & Trust Company (AST) have entered into an agreement effective November 1, 2002, to substitute AST as the new rights agent under the company's existing Shareholder Rights Agreement, replacing BankBoston, N.A. The agreement also amends certain terms, including lowering the required capital and surplus for a successor rights agent from $100 million to $10 million. All other terms of the original Rights Agreement remain unchanged, and AST accepts its new role under the same conditions.

EX-4.2 3 dex42.txt AGREEMENT OF SUBSTITUTION & AMENDMENT OF SHAREHOLDER RIGHTS AGENT AGREEMENT EXHIBIT 4.2 AGREEMENT OF SUBSTITUTION AND AMENDMENT OF SHAREHOLDER RIGHTS AGREEMENT This Agreement of Substitution and Amendment is entered into effective as of November 1, 2002, by and between CIRCOR International, Inc.,a Delaware corporation (the "Company") and American Stock Transfer and Trust Company, a New York banking corporation ("AST"). RECITALS A. On or about September 16, 1999, the Company entered into a Shareholder Rights Agreement (the "Rights Agreement") with BankBoston, N.A. (the "Predecessor Agent") as rights agent. B. The Company wishes to remove the Predecessor Agent and substitute AST as rights agent pursuant to Section 21 of the Rights Agreement. C. The Company has given the Predecessor Agent notice of removal of the Predecessor Agent as rights agent. AGREEMENT NOW THEREFORE, in consideration of the foregoing and of other consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Section 21 of the Rights Agreement is hereby amended to provide that any successor rights agent shall, at the time of its appointment as rights agent, have a combined capital and surplus of at least $10 million, rather than $100 million. 2. The Company hereby appoints AST as rights agent pursuant to Section 21 of the Rights Agreement, to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement. 3. AST hereby accepts the appointment as rights agent pursuant to Section 21 of the Rights Agreement and agrees to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement. 4. From and after the effective date hereof, each and every reference in the Rights Agreement to a "Rights Agent" shall be deemed to be a reference to AST. Section 26 of the Rights Agreement is amended to provide that notices or demands to the Rights Agent shall be addressed as follows (until another address is filed): American Stock Transfer & Trust Company 59 Maiden Lane New York, NY 10038 Attention: Corporate Trust Department 5. Except as expressly modified herein, the Rights Agreement shall remain in full force and effect. 7. This Agreement of Substitution and Amendment may be executed in one or more counterparts, each of which shall together constitute one and the same document. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the dated indicated above. CIRCOR International, Inc. By: /S/ ALAN J. GLASS ---------------------------------- Alan J. Glass, Corporate Counsel and Assistant Secretary AMERICAN STOCK TRANSFER & TRUST COMPANY By: /S/ HERBERT J. LEMMER ---------------------------------- Name:Herbert J. Lemmer Vice-President