AMENDMENT TO RIGHTS AGREEMENT
WHEREAS, EnergyNorth, Inc., a New Hampshire corporation (the
"Company") and BankBoston N.A., a national banking association
(the "Rights Agent"), acting as successor rights agent under the
Rights Agreement, dated as of June 18, 1990, between the Company
and State Street Bank and Trust Company (the "Rights Agreement")
are parties to the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has adopted a
resolution pursuant to Section 27 of the Rights Agreement in
order to cure an ambiguity in the Rights Agreement to correct and
supplement the provisions of the Rights Agreement and to make
certain provisions in regard to questions and matters arising
under the Rights Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged that parties agree as
follows:
1. The definition of "Beneficial Owner" and "beneficially own"
contained in Section 1(c)(ii) shall be amended by adding the
following clarifying language to the fourth line of such
section:
"[;] provided, however, that a Person or any
of such Person's Affiliates or Associates
shall not be deemed to have the right to
acquire securities under this section where
such right to acquire is subject to the
satisfaction of conditions outside the
control of the Person or any of such Person's
Affiliates or Associates as to whom or to
which the determination of beneficial
ownership is being applied . . ."
so that, as so amended, Section 1(c)(ii) reads in its entirety:
(ii) which such person or any of such Person's
Affiliates or Associates has (a) the right to acquire
(whether such right is exercisable immediately or only after
the passage of time); provided, however, that a Person or
any of such Person's Affiliates or Associates shall not be
deemed to have the right to acquire securities under this
section where such right to acquire is subject to the
satisfaction of conditions outside the control of the Person
or any of such Person's Affiliates or Associates as to whom
or to which the determination of beneficial ownership is
being applied . . . pursuant to any agreement, arrangement
or understanding (other than customary agreements with and
between underwriters and selling group members with respect
to a bona fide public offering of securities), or upon the
exercise of conversion rights, exchange rights, rights
(other than these Rights), warrants or options or otherwise;
provided, however, that a Person shall not be deemed the
Beneficial
Owner of, or to beneficially own, securities tendered pursuant
to a tender or exchange offer made by or on behalf of such
Person or any of such Person's Affiliates or associates until
such tendered securities are accepted for purchase or exchange;
or (B) the right to vote pursuant to any agreement, arrangement
or understanding; provided, however, that a
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Person shall not be deemed the beneficial owner of,
or to beneficially own, any security if the agreement,
arrangement or underwriting to vote such security
(1) arises solely from a revocable proxy or consent given to
such Person in response to a public proxy or consent
solicitation made pursuant to, an in accordance with, the
applicable rules and regulations of the Exchange Act and (2)
is not also then reportable on Schedule 13D under the
exchange Act ( or any comparable or successor report); or
2. A new Section 23(d) shall be added to the end of Section
23(d) of the Rights Agreement so that Section 23(d) reads in its
entirety as follows
"(d) Upon deposit of the aggregate amount of
the Redemption Price with the Rights Agent,
together with irrevocable instructions to pay
the Redemption Price to the holders of the
Rights, the Rights shall be deemed to be
redeemed under this Section 23."
The Rights Agreement, as amended, remains in full force and
effect.
ENERGYNORTH, INC.
By:_____________________
Its:________________________
BANKBOSTON N.A.
(as successor Rights Agent)
By:________________________
Its:________________________
