AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of June 4, 1999 (the "Amendment"), between
PENNSYLVANIA ENTERPRISES, INC. (the "Company"), and ChaseMellon Shareholder
Services, L.L.C. (as successor to Chemical Bank), as Rights Agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent entered into a
Rights Agreement, dated as of April 26, 1995 (the "Rights Agreement");
WHEREAS, there is not as of the date hereof any Acquiring
Person (as defined in the Rights Agreement); and
WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 28;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:
Section 1. Amendment to Definition of "Acquiring Person."
Section 1(a) of the Rights Agreement is amended to add the following sentence
after the last sentence thereof: "Notwithstanding the foregoing, neither
Southern Union Company ("Southern") nor any of its Affiliates shall become an
Acquiring Person as a result of (i) the execution of the Agreement of Merger,
dated as of June 7, 1999 between Southern and the Company (as the same may be
amended from time to time, the "Merger Agreement") or the consummation of the
transactions contemplated thereby or (ii) any mergers between Southern and
subsidiaries of the Company contemplated by the Merger Agreement."
Section 2. Amendment to Section 7(a). Section 7(a) of the
Rights Agreement is amended by deleting the word "or" immediately preceding
clause (iii) and replacing such word with "," and by adding the following at the
end of clause (iii): "or (iv) such time as a certificate of merger is duly filed
with the Secretary of State of the State of Delaware and articles of merger and
plan of merger are duly filed with the Secretary of State of the Commonwealth of
Pennsylvania pursuant to Section 2.2 of the Merger Agreement or at such later
effective time as is specified in such documents."
Section 3. Amendment to Section 13(a). Section 13(a) of the
Rights Agreement is amended to add the following sentence at the end of the
section: "Notwithstanding the foregoing, the provisions of this Section 13(a)
shall not apply to the execution of the Merger Agreement or the consummation of
the transactions contemplated thereby."
Section 4. Rights Agreement as Amended. The term "Agreement"
as used in the Rights Agreement shall be deemed to refer to the Rights Agreement
as amended hereby. The foregoing amendments shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
Section 5. Counterparts. This Amendment may be executed in any
number of counterparts, and each of such counterparts shall for all purposes be
deemed an original, but all such counterparts shall together constitute but one
and the same instrument.
Section 6. Governing Law. This Amendment shall be deemed to be
a contract made 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
Commonwealth applicable to contracts made and to be performed entirely within
such Commonwealth.
Section 7. Descriptive Headings. Descriptive headings of the
several Sections of the Amendment are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
Attest: PENNSYLVANIA ENTERPRISES, INC.
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxx
Title: Secretary Title: President and CEO
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights Agent
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President Title: Vice President
