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Exhibit 99(a)
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AMENDMENT NO. 3
TO
RIGHTS AGREEMENT
THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this "Amendment No. 3") is
entered into as of November 1, 2000 (the "Effective Date"), between First
Coastal Corporation, a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services, L.L.C., a New Jersey limited liability company (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement, dated as of February 25, 1998, as amended pursuant to Amendment No. 1
to Rights Agreement, dated as of October 15, 1998, as amended pursuant to
Amendment No. 2, dated as of April 7, 2000 (as amended, the "Rights Agreement");
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement on the terms and conditions hereinafter set forth; and
WHEREAS, for purposes of this Amendment No. 3, capitalized terms not
otherwise defined herein shall have the respective meanings set forth in the
Rights Agreement, as amended by this Amendment No. 3.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Certain Definitions.
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(A) Section 1(a) of the Rights Agreement is amended by deleting the
percentage amount "11%" each of the four times it appears therein
and replacing it with the percentage amount "15%" in each of such
four places.
(B) Section 1(j) of the Rights Agreement is amended by deleting the
percentage amount "11%" as it appears therein and replacing it
with the percentage amount "15%".
2. Benefits. Nothing in the Rights Agreement, as amended by this
Amendment No. 3, shall be construed to give to any Person other than the
Company, the Rights Agent and the registered holders of the Rights Certificates
(and, prior to the Distribution Date, the registered holders of the Common
Stock) any legal or equitable right, remedy or claim under the Rights Agreement,
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as amended by this Amendment No. 3; but the Rights Agreement, as amended by this
Amendment No. 3, shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Rights certificates (and, prior
to the Distribution Date, registered holders of Common Stock).
3. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment No. 3 are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
4. Governing Law. This Amendment No. 3 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.
5. Other Terms Unchanged. The Rights Agreement, as amended by this
Amendment No. 3, shall remain and continue in full force and effect and is in
all respects agreed to, ratified and confirmed hereby. Any reference to the
Rights Agreement after the Effective Date shall be deemed to be a reference to
the Rights Agreement, as amended by this Amendment No. 3.
6. Counterparts. This Amendment No. 3 may be executed in any number
of counterparts. It shall not be necessary that the signature of or on behalf
of each party appears on each counterpart, but it shall be sufficient that the
signature of or on behalf of each party appears on one or more of the
counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in any proof of this Amendment No. 3 to
produce or account for more than a number of counterparts containing the
respective signatures of or on behalf of all of the parties.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
3 to be duly executed and attested, all as of the Effective Date.
Attest: FIRST COASTAL CORPORATION
By: /s/Dennis D. Byrd By: /s/Gregory T. Caswell
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Name: Dennis D. Byrd Name: Gregory T. Caswell
Title: President and Chief Executive Officer
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/Joan B. Hayes By: /s/Kimberly A. Crowell
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Name: Joan B. Hayes Name: Kimberly A. Crowell
Title: Assistant Vice President
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