Exhibit 10
AMENDMENT NO. 1 TO COMMON STOCK RIGHTS AGREEMENT
This Amendment No. 1 to Common Stock Rights Agreement (the
"Amendment") is entered into as of November 15, 1999 by and between
Providence Energy Corporation, a Rhode Island corporation (the "Company"),
and The Bank of New York, as rights agent (the "Rights Agent"), amending the
Common Stock Rights Agreement (the "Common Stock Rights Agreement"), dated as
of July 23, 1998 between the Company and the Rights Agent.
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent entered into a Common
Stock Rights Agreement dated July 23, 1998;
WHEREAS, there does not exist as of the date hereof any Acquiring
Person (as defined in the Common Stock Rights Agreement); and
WHEREAS, the Company desires to amend the Common Stock Rights
Agreement in accordance with Section 27 thereof;
NOW THEREFORE, in consideration of the premises and the mutual
agreements set forth in the Common Stock Rights Agreement and this Amendment,
the parties hereby agree as follows:
Section 1. Defined Terms. Capitalized terms defined in the
Common Stock Rights Agreement and used herein shall have the meanings given
to them in the Common Stock Rights Agreement.
Section 2. Amendment to Section 1. Section 1(a) of the Common
Stock Rights Agreement is hereby amended to add the following sentence at the
end thereof:
"Notwithstanding anything in this Agreement to the contrary,
neither Southern Union Company ("SUG") nor any of its Affiliates shall become
an Acquiring Person as a result of the execution of the Agreement and Plan of
Merger between SUG, XXX Acquisition Corporation, a Rhode Island corporation
("Newco"), and the Company (as the same may be modified or amended from time
to time, the "Merger Agreement") or the consummation of the transactions
contemplated thereby, including the mergers contemplated by the Merger
Agreement."
Section 3. Amendment to Section 3. Section 3(a) of the Common
Stock Rights Agreement is hereby amended to add the following sentence at the
end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as the result
of the approval, execution, delivery or performance of the Merger Agreement
or the consummation of any of the Mergers."
Section 4. Amendment to Section 7(a). Section 7(a) of the
Common Stock Rights Agreement is hereby amended by: (a) inserting the
following phrase in the first sentence immediately before the word "close":
"time that is the earliest of (i)" and (b) inserting the following in the
first sentence immediately after the date "2008": "or (ii) such time as duly
executed articles of merger are duly filed with the Secretary of State of the
State of Rhode Island pursuant to Section 2.2 of the Merger Agreement or at
such later effective time as is specified in such document."
Section 5. Amendment to Section 13. Section 13 of the Common
Stock Rights Agreement is hereby amended to add the following sentence at the
end thereof: "Notwithstanding the foregoing, the provisions of this Section
13 shall not apply to the execution and delivery of the Merger Agreement or
the consummation of the transactions contemplated thereby."
Section 6. Effectiveness. This Amendment shall be deemed
effective as of the date hereof. Except as specifically amended hereby, the
Common Stock Rights Agreement shall remain in full force and effect and shall
be otherwise unaffected hereby.
Section 7. 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 8. Governing Law. This Amendment shall be deemed to be
a contract made under the laws of the State of Rhode Island and for all
purposes shall be governed by and construed in accordance with the laws of
such State applicable to contracts made and to be performed entirely within
such State.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date hereof.
PROVIDENCE ENERGY CORPORATION
By:/s/Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chairman, President and
Chief Executive Officer
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THE BANK OF NEW YORK
By:/s/Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Vice President
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