AMENDMENT TO RIGHTS AGREEMENT
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Amendment (this "Amendment"), dated as of June 29, 1999, to the
Rights Agreement, dated as of December 1, 1998 (the "Rights Agreement"),
between CTG Resources, Inc., a Connecticut corporation (the "Company"), and
ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"). All
capitalized terms not otherwise defined herein shall have the meaning
ascribed to such term in the Rights Agreement.
WHEREAS, the Company, Energy East Corporation, a New York
corporation ("Parent"), and Oak Merger Co., a Connecticut corporation and a
wholly owned subsidiary of Parent ("Merger Sub"), have proposed to enter
into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to
which, among other things, the Company will merge into Merger Sub (the
"Merger") and each outstanding share of common stock of the Company will be
converted into the right to receive cash and shares of common stock of
Parent, subject to the terms and conditions of the Merger Agreement;
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement to render the Rights inapplicable to the Merger and the
other transactions contemplated by the Merger Agreement;
WHEREAS, the Company deems the following amendments to the Rights
Agreement to be necessary and desirable and in the best interests of the
holders of Rights Certificates; and
WHEREAS, Section 27 of the Rights Agreement permits the Company
from time to time to supplement and amend the Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
agreements, provisions and covenants herein contained, the parties agree as
follows;
1. Section l of the Rights Agreement is hereby supplemented by adding
the following new paragraph at the end thereof:
"Notwithstanding anything in this Agreement that might otherwise
be deemed to the contrary, none of Parent (as defined in the Merger
Agreement), Merger Sub (as defined in the Merger Agreement), any of
their Affiliates or Associates or any of their permitted assignees or
transferees shall be deemed an Acquiring Person and none of a
Distribution Date, a Share Acquisition Date, a Flip-in Event, a
Flip-over Event or a Triggering Event shall be deemed to occur, in each
such case, by reason of the approval, execution or delivery of the
Merger Agreement, the consummation of the Merger (as defined in the
Merger Agreement) or the consummation of the other transactions
contemplated by the Merger Agreement."
2. Section 1(j) of the Rights Agreement is hereby amended to read in
its entirety as follows:
"(j) "Expiration Date" means the earliest of (a) the Close of
Business on the Final Expiration Date, (b) the time at which the Rights
are redeemed as provided in Section 23, (c) the time at which all
exercisable Rights are exchanged as provided in Section 24, and
(d) immediately prior to the Effective Time of the Merger (each as
defined in the Merger Agreement), the occurrence of which the Rights
Agent shall have received notice of from the Company."
3. Section 1 of the Rights Agreement is hereby amended by adding a
new Section (dd) as follows:
"(dd) "Merger Agreement" means the Agreement and Plan of
Merger, dated as of June 29, 1999, including any amendment or
supplement thereto, among Energy East Corporation, Oak Merger Co. and
the Company."
4. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment, but shall remain in full force and
effect. This Amendment may be executed in one or more counterparts, all of
which shall be considered one and the same amendment and each of which shall
be deemed an original.
5. This Amendment shall be effective upon the execution and delivery
of the Merger Agreement, and all references to the Rights Agreement, shall
from and after such time, be deemed to be references to the Rights Agreement
as amended hereby.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
CTG RESOURCES, INC.
By: S/ X.X. Xxxxxxx
Name: X.X. Xxxxxxx
Title: Vice President General Counsel and
Secretary
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: S/ Xxxxxxxxxx X. Xxxxxxxxx
Name: Xxxxxxxxxx X. Xxxxxxxxx
Title: Vice President
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