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EXHIBIT 4.3 (a)
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment No. 1") to the Rights Agreement
dated as of March 28, 1991 (the "Rights Agreement"), between Cabot Oil & Gas
Corporation, a Delaware corporation (the "Company"), and The First National
Bank of Boston, a national banking association (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent previously entered into the
Rights Agreement; and
WHEREAS, the Company and the Rights Agent have agreed to amend the
Rights Agreement as more fully set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Definitions of Terms. Terms contained in this Amendment No. 1 to
the Rights Agreement that are defined in the Rights Agreement shall for all
purposes have the meanings ascribed to such terms in the Rights Agreement as
from time to time supplemented, modified or amended, unless the context
otherwise specifies or clearly requires.
2. Definition of Acquiring Person. The definition of "Acquiring
Person" contained in Section 1 of the Rights Agreement is hereby amended in its
entirety to read as follows:
"Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such person, shall be
the Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding, but shall not include any Exempt Person; provided that a
Person shall not become an Acquiring Person if such Person, together
with its Affiliates and Associates, shall become the Beneficial Owner
of 15% or more of the shares of Common Stock then outstanding
solely as a result of a reduction in the number of shares of Common
Stock outstanding due to the repurchase of Common Stock by the
Company, unless and until such time as such Person or any Affiliate
or Associate of such Person shall purchase or otherwise become the
Beneficial Owner of any additional shares of Common Stock or any other
Person who is the Beneficial Owner of any shares of Common Stock shall
become an Affiliate or Associate of such Person; and provided further,
that Washington Energy Company, a Washington corporation ("WECO"),
shall not be an Acquiring Person solely (i) as a result of the
receipt of 2,133,000 shares of Common Stock and 1,134,000 shares of
6% Convertible Redeemable Preferred Stock ("6% Preferred Stock") of
the Company
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to be issued pursuant to the Agreement of Merger dated February ,
1994 (the "WECO Merger Agreement"), among the Company, COG Acquisition
Company, a Delaware corporation and a wholly owned subsidiary of the
Company, Washington Energy Resources Company, a Washington corporation
and a wholly owned subsidiary of WECO, and WECO, (ii) as a result of
the conversion of the 6% Preferred Stock or the redemption of any
shares of the 6% Preferred Stock for Common Stock or (iii) as a result
of the purchase of a number of shares of Common Stock which will
result in WECO being the Beneficial Owner of 20% of the voting stock
of the Company (as determined in accordance with generally accepted
accounting principles) (or such lesser number of shares as would then
entitle WECO to equity accounting treatment with respect to its
investment in the Company), unless WECO shall sell or otherwise
dispose of any securities of the Company received by it pursuant to
the WECO Merger Agreement, at which time clause (iii) of this proviso
shall cease to have any effect, and WECO shall be deemed to be an
Acquiring Person if it, or any of its Affiliates or Associates,
thereafter becomes the Beneficial Owner of any additional shares of
Common Stock (other than pursuant to a stock split, stock dividend or
similar recapitalization) such that WECO, together with its Affiliates
and Associates, would be the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding.
3. No Modification. Except as otherwise provided herein, this
Amendment No. 1 to the Rights Agreement shall not alter or modify the terms of
the Rights Agreement.
4. Section and Paragraph Headings. The section and paragraph
headings in this Amendment No. 1 to the Rights Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Amendment No. 1 to the Rights Agreement.
5. Counterparts. This Amendment No. 1 to the Rights Agreement may be
executed in two counterparts, each of which shall be deemed an original, but
both of which together shall constitute one and the same instrument.
6. Governing Law. This Amendment No. 1 to the Rights Agreement shall
be governed by and construed in accordance with the laws of the State of
Delaware.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to the Rights Agreement to be duly executed as of the 23rd day of February,
1994.
CABOT OIL & GAS CORPORATION
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
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Title: Executive Vice President
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ATTEST:
/s/ XXXX X. XXXXXXXXX
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Name: Xxxx X. Xxxxxxxxx
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Title: Secretary
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THE FIRST NATIONAL BANK OF BOSTON
By: /s/ XXXXXX XXXX
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Name: Xxxxxx Xxxx
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Title: Administration Manager
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ATTEST:
/s/ XXXXXX XXXXX
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Name: Xxxxxx Xxxxx
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Title: Account Manager
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