Exhibit 99.1
Amendment No. 1 to the
Rights Agreement
of Eastern Enterprises
This Amendment No. 1, dated as of April 26, 2000, amends the Rights
Agreement dated as of July 22, 1998 (the "Rights Agreement"), between Eastern
Enterprises, a Massachusetts business trust (the "Trust"), and Fleet National
Bank (formerly known as BankBoston, N.A.), as Rights Agent (the "Rights Agent").
Terms defined in the Rights Agreement and not otherwise defined herein are used
herein as so defined.
W I T N E S S E T H:
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WHEREAS, on July 22, 1998 the Board of Trustees of the Trust authorized
the issuance of Rights to purchase, on the terms and subject to the provisions
of the Rights Agreement, shares of the Trust's Common Stock;
WHEREAS, on July 22, 1998, the Board of Trustees of the Trust
authorized and declared a dividend distribution of one Right for every share of
Common Stock of the Trust outstanding on the Dividend Record Date and authorized
the issuance of one Right (subject to certain adjustments) for each share of
Common Stock of the Trust issued between the Dividend Record Date and the
Distribution Date;
WHEREAS, the Distribution Date has not occurred; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board has
approved an amendment of certain provisions of the Rights Agreement as set forth
below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(b) is amended by deleting the phrase "or (v)"
after clause (iv) and adding the following language:
", (v) an Exempt Person, or (vi)".
2. A new definition is added after Section 1(u) and before
Section 1(v) as follows:
"(u*) "Exempt Person" shall mean KeySpan Corporation, a New York
corporation, and its subsidiaries solely to the extent any such Person becomes
the Beneficial Owner of 10% or more of the shares of Common Stock then
outstanding by reason of the consummation of the transactions contemplated by
the Agreement and Plan of Merger, dated as of November 4, 1999, as amended (the
"Merger Agreement"), by and among the Trust, KeySpan Corporation and ACJ
Acquisition LLC; provided, that this Section 1(u*) shall be of no further force
and effect at and after such time as the Merger Agreement is terminated pursuant
to Section 9.01 thereof.
3. Section 24(a) is amended by deleting the phrase "or (iv)"
after clause (iii) in the last sentence and adding the following language:
", (iv) an Exempt Person, or (v)".
4. Governing Law. This Amendment to the Rights Agreement shall be
deemed to be a contract made under the laws of The Commonwealth of Massachusetts
and for all purposes shall be governed by and construed in accordance with the
laws of said Commonwealth applicable to contracts to be made and performed
entirely within said Commonwealth.
5. Counterparts. This Amendment to the Rights Agreement may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
6. Amendment; Ratification of Rights Agreement. Except as expressly
noted herein, this Amendment to the Rights Agreement shall not by implication or
otherwise alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
7. Severability. If any term, provision, covenant or restriction of
this Amendment to the Rights Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Amendment
to the Rights Agreement, and of the Rights Agreement, shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
8. The Trust. Reference is hereby made to the declaration of trust
establishing the Trust dated July 18, 1929, as amended, a copy of which is on
file in the office of the Secretary of State of The Commonwealth of
Massachusetts. The name "Eastern Enterprises" refers to the trustees under such
declaration as trustees and not personally. No trustee, shareholder, officer or
agent of the Trust shall be held to any personal liability in connection with
the affairs of the Trust and only the trust estate may be liable.
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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 day and year first above
written.
EASTERN ENTERPRISES
By: /s/ Xxxx X. Xxxxxx
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Title: President and COO
Attest:
By: /s/ Xxxx X. Xxxxxxxxx
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Title: Vice President and Treasurer
FLEET NATIONAL BANK (FORMERLY
KNOWN AS BANKBOSTON, N.A.), as
Rights Agent
By: /s/ Xxxxx Xxxxxx
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Title: Managing Director
Attest:
By: /s/ Xxxxxxxx Xxxxxxxx
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Title: Managing Director
