exhibit41-120809.htm

 

    
      

    

    EXHIBIT 4.1

    
      
        

      

       

    

    
      AMENDMENT TO RIGHTS
AGREEMENT

      


      This Amendment to Rights Agreement
(this “Amendment”) is entered into as of December 8, 2009 by and between The
York Water Company, a Pennsylvania corporation (the “Company”), and American
Stock Transfer & Trust Company, LLC (the “Rights Agent”).

      


      Background

      


      A.           The
Company and the Rights Agent are parties to the Rights Agreement, dated January
24, 2009 (the “Rights Agreement”);

      


      B.           The
Company’s Board of Directors has determined that it is advisable and in the best
interests of the Company and its stockholders to amend the Rights Agreement as
set forth herein; and

      


      C.           Pursuant
to Section 27 of the Rights Agreement and a resolution adopted by the Company’s
Board of Directors on November 23, 2009, the Company has elected to exercise its
discretion to amend, and has directed the Rights Agent, to amend the Rights
Agreement as contemplated by this Amendment, to provide, among other things, for
the expiration on December 15, 2009, of the Rights issued under the Rights
Agreement.

      


      Accordingly, the parties, intending to
be legally bound, agree as follows:

      


      1.           Amendment.  Section
7(a) of the Rights Agreement is hereby amended by deleting clause (i) thereof
and replacing it in its entirety with the following:

      


      “(i) the
Close of Business on December 15, 2009 (the “Final Expiration
Date”),”

      


      2.           Expiration of Rights and
Obligations.  The Rights and all rights and obligations of the
holders thereunder or with respect thereto shall expire and terminate on the
Final Expiration Date.  The Rights Agreement and all rights and
obligations of the Company and the Rights Agent thereunder or with respect
thereto shall expire and terminate on the Final Expiration Date.

       
 

      3.           Effectiveness.  This
Amendment shall be deemed effective as of the date first written
above.  Except as amended by this Amendment, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected by this
Amendment.

      


      4.           Governing
Law.  This Amendment shall be deemed to be a contract under the
laws of the Commonwealth of Pennsylvania and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state.

      


      5.           Severability.  If
any provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal 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 effected, impaired or invalidated.

      


      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 together constitute but one and the same instrument.

      


      7.           Miscellaneous.  All
capitalized terms in this Amendment, unless otherwise defined herein, shall have
meaning ascribed to them in the Rights Agreement.

      


      8.           Certification.  The
officer of the Company executing this Amendment on behalf of the Company hereby
certifies on behalf of the Company that this Amendment complies with Section 27
of the Rights Agreement.

      


      [Signature
page follows.]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed, as of the date first set forth
above.

       

      
        
          	 	THE
      YORK WATER COMPANY	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/Jeffrey R. Hines	 
	 	 	Jeffrey
      R. Hines	 
	 	 	President
      and CEO	 
	 	 	 	 


        

      

       

      
        
          	 	AMERICAN
      STOCK TRANSFER & TRUST COMPANY, LLC	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/Herbert
      J. Lemmer	 
	 	 	      
                  Herbert
      J. Lemmer

                	 
	 	 	      
                  Vice
      President