AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This is AMENDMENT NO. 1 dated as of January 26, 2000 (the "Amendment") to
the AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of November 4, 1999
by and among Eastern Enterprises, a Massachusetts voluntary association (the
"Company"), KeySpan Corporation, a New York corporation ("Parent"), and ACJ
Acquisition LLC, a Massachusetts limited liability company which is directly and
indirectly wholly owned by the Parent ("Merger Sub").
1. The parties entered into the Agreement to provide for a business combination
(the "Merger") pursuant to which the Merger Sub would merge with and into the
Company, with the Company as the survivor of the Merger. The purpose of
this Amendment is to set forth certain agreements by and among the Company,
Parent and Merger Sub to amend the Agreement. Accordingly, the Company, Parent
and Merger Sub agree as set forth below in this Agreement. Capitalized terms
used in this Amendment that are not defined herein shall have the respective
meanings ascribed to them in the Agreement. Capitalized terms used in this
Amendment that are not defined in the Agreement shall be deemed included in the
Agreement with the respective meanings ascribed to them in this Amendment.
2. Section 4.13 of the Agreement is hereby amended to read in its entirety as
follows:
Section 4.13 VOTE REQUIRED. The approval of the Merger AND THE
AMENDMENT TO THE COMPANY DECLARATION OF TRUST TO PERMIT A MASSACHUSETTS
LIMITED LIABILITY COMPANY OR ANY OTHER COMPANY TO MERGE INTO OR
CONSOLIDATE WITH THE COMPANY by a majority of the votes entitled to be
cast by all holders of Company Common Stock (the "Company Shareholders'
Approval") are the only votes of the holders of any class or series of the
capital stock of the Company or any of its subsidiaries required to
approve this Agreement, the Merger and the other transactions contemplated
hereby.
IN WITNESS WHEREOF, Eastern Enterprises, KeySpan Corporation and ACJ
Acquisition LLC have caused this Amendment to be signed as a sealed instrument
by their duly authorized representative officers, all as of the date first
written above.
EASTERN ENTERPRISES
By: /s/ X. Xxxxxx Xxxx
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Title: Chief Executive Officer
KEYSPAN CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
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Title: Senior Vice President
ACJ ACQUISITION LLC
By: /s/ Xxxxxx Xxxxxxxxx
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Title: Manager
