EXHIBIT 4
AMENDMENT NO. 1
TO RIGHTS AGREEMENT
AMENDMENT, dated as of October 5, 2001, to the Rights Agreement, dated
as of February 27, 1996 (the "Rights Agreement"), between Northwest Natural Gas
Company, an Oregon corporation (the "Company"), and Mellon Investor Services
LLC, a New Jersey limited liability company, (successor to Boatmen's Trust
Company), as Rights Agent (the "Rights Agent").
WITNESSETH:
WHEREAS, in accordance with the terms of the Rights Agreement, the
Company deems it desirable to make certain amendments to the Rights Agreement;
and
WHEREAS, Section 27 of the Rights Agreement provides that prior to the
Distribution Date (as defined in the Rights Agreement), the Company and the
Rights Agent shall, if the Company so directs, amend or supplement any
provisions of the Rights Agreement as the Company may deem necessary or
desirable without the approval of any holders of Right Certificates (as defined
in the Rights Agreement); and
WHEREAS, the Company intends to enter into an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement") with Northwest Energy
Corporation, an Oregon corporation and a wholly-owned subsidiary of the Company
("Holdco"), and Northwest Energy Sub Corporation, an Oregon corporation and a
wholly-owned subsidiary of Holdco ("Sub"), pursuant to which Sub will be merged
with and into the Company (the "Merger"), and each of the outstanding Common
Shares (as defined in the Rights Agreement), at the Effective Time (as defined
in the Merger Agreement) of the Merger, shall be cancelled and converted into
the right to receive one share of Holdco Common Stock (as such term is defined
in the Merger Agreement); and
WHEREAS, the Company and Holdco intend to enter into a Stock Purchase
Agreement (the "Stock Purchase Agreement") with Enron Corp., an Oregon
corporation ("Enron") and Enron Northwest Assets LLC, a Delaware limited
liability company ("Enron NW Assets") providing, among other things, for the
purchase by Holdco of all of the issued and outstanding shares of common stock,
par value $3.75 per share, of Portland General Electric Company, an Oregon
corporation, and all of the issued and outstanding shares of common stock, par
value $1.00 per share, of PGH II, Inc., an Oregon corporation, for the
consideration set forth therein, including shares of Common Stock, Class B
Common Stock, and units of Feline Prides of Holdco (as defined in the Stock
Purchase Agreement); and
WHEREAS, prior to entering into the Merger Agreement and the Stock
Purchase Agreement, the Company desires to amend certain provisions of the
Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements set
forth herein, the parties agree that the Rights Agreement is hereby amended as
follows:
1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is
amended by adding the following new paragraph at the end of Section 1(a):
"Notwithstanding anything in this Agreement to the contrary, (i)
neither Northwest Energy Corporation, an Oregon corporation ("Holdco"), nor
Northwest Energy Sub Corporation, an Oregon corporation ("Merger Sub") nor any
of their Affiliates or Associates shall be deemed to be an "Acquiring Person,"
and no Shares Acquisition Date or Distribution Date shall be deemed to have
occurred, as a result of (x) the execution and delivery of the Agreement and
Plan of Merger and Reorganization, dated as of October 5, 2001, by and among
Holdco, Merger Sub and the Company, as the same may be amended from time to time
(the "Merger Agreement"), (y) any action taken by Holdco, the Company, Merger
Sub or any of their respective Affiliates or Associates in accordance with the
provisions of the Merger Agreement, or (z) the consummation of the Merger (as
such term is defined in the Merger Agreement) in accordance with the provisions
of the Merger Agreement, and (ii) neither Enron Corp., Enron Northwest Assets
LLC ("Enron NW Assets"), nor any Designated Transferee (as such term is defined
in the Stock Purchase Agreement referred to below) nor any of their respective
Affiliates or Associates shall be deemed to be an "Acquiring Person," and no
Shares Acquisition Date or Distribution Date shall be deemed to have occurred as
a result of (x) the execution and delivery of the Stock Purchase Agreement dated
October 5, 2001, among Enron Corp., Enron NW Assets, the Company and Holdco, as
the same may be amended from time to time (the "Stock Purchase Agreement"), (y)
any action taken by Enron Corp., Enron NW Assets or any Designated Transferee
(as such term is defined in the Stock Purchase Agreement) in accordance with the
provisions of the Stock Purchase Agreement, or (z) the consummation of the
transactions contemplated by the Stock Purchase Agreement in accordance with the
terms of the Stock Purchase Agreement."
2. Amendment of Section 2. The first sentence of Section 2 of the
Rights Agreement is hereby amended to delete the following words:
"and the holders of the Rights (who, in accordance with Section 3
hereof, shall prior to the Distribution Date also be the holders of the Common
Shares)"
3. Amendment to Section 20(c). Section 20(c) of the Rights Agreement
is hereby amended by adding the following words to the end of such section:
"Anything to the contrary notwithstanding, in no event shall the Rights
Agent be liable for special, punitive, indirect, consequential or incidental
loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Rights Agent has been advised of the likelihood of such
loss or damage."
4. Effective Time of Amendment. The Rights Agreement shall be deemed
to have been amended by this Amendment effective as of the time of the execution
and delivery of this Amendment.
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5. Defined Terms. Capitalized terms used herein and not otherwise
defined are used in this Amendment as
used or defined in the Rights Agreement.
6. Agreement Remains in Force. Except as expressly set forth in this
Amendment, the Rights Agreement remains unmodified and in full force and effect.
7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.
8. Governing Law. This Amendment and the legal relations between the
parties hereto shall be governed by and construed in accordance with the
substantive laws of the State of Oregon, without giving effect to the conflict
of laws principles thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written. 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 to be an original.
NORTHWEST NATURAL GAS COMPANY
By: /s/ Xxxxx X. XxXxxx
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Name: Xxxxx X. XxXxxx
Title: Senior Vice President,
Finance, and Chief Financial
Officer
MELLON INVESTOR SERVICES LLC
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
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