AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of September 23, 1997 to the Rights Agreement
dated as of November 11, 1994, as amended (the "RIGHTS AGREEMENT") between TEJAS
GAS CORPORATION, a Delaware corporation (the "COMPANY"), and XXXXXX TRUST AND
SAVINGS BANK, a national banking association (the "RIGHTS AGENT"). Terms used
herein and not defined herein shall have the meanings assigned to them in the
Merger Agreement (as defined below).
Recitals
A. The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement.
B. Pursuant to Section 27 of the Rights Agreement, the Company and the
Rights Agent may from time to time amend the Rights Agreement in accordance with
the provisions of Section 27 thereof.
C. The Company, Shell Oil Company, a Delaware corporation ("SHELL"),
Trango Holdings Corporation, a Delaware corporation ("HOLDINGS"), and Tango
Acquisition Corporation, a Delaware corporation ("MERGERSUB"), propose to enter
into a Merger Agreement dated as of the date hereof (the "MERGER AGREEMENT"),
pursuant to which MergerSub would merge with and into the Company.
D. In connection with the Merger Agreement, Shell proposes to enter
into Voting Agreements with certain stockholders of the Company.
E. In connection with the anticipated approval, execution, and delivery
of the Merger Agreement, the Board of Directors of the Company has approved, in
accordance with Section 27 of the Rights Agreement, this Amendment and has
authorized the appropriate officers of the Company to take all appropriate
steps to execute and deliver this Amendment.
F. All acts necessary to make this Amendment a valid agreement
according to its terms have been performed, and the execution and delivery of
this Amendment by the Company and the Rights Agent have been in all respects
authorized by the Company and the Rights Agent.
In consideration of the foregoing premises and mutual agreements set forth
in the Rights Agreement and this Amendment, the parties hereto agree as follows:
1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is
hereby amended by adding as the final sentence thereto the following:
Notwithstanding anything in this Agreement to the contrary, (a) no
Person shall become an Acquiring Person and no Stock Acquisition
Date shall be deemed to occur, and no Beneficial Ownership of
securities shall be attributed to any Person, as a result of the
execution, performance or consummation of the transactions provided
for by the Merger Agreement dated as of September __, 1997 (the
"MERGER AGREEMENT") among the Company, Shell Oil Company, a Delaware
corporation ("SHELL"), Sierra Acquisition, an entity to be formed by
Shell ("SIERRA ACQUISITION"), Trango Holdings Corporation, a
Delaware corporation ("HOLDINGS") and Tango Acquisition Corporation,
a Delaware corporation ("MERGERSUB") and the Voting Agreements (as
defined in the Merger Agreement and as amended from time to time
with the prior written consent of the Company) in the manner
provided for therein, including without limitation, the consummation
of the Merger (as defined in the Merger Agreement) and (b) Shell and
its Affiliates and Associates shall not be deemed to be Acquiring
Persons for purposes of this Agreement unless they acquire
Beneficial Ownership of 15% or more of the outstanding Common Stock
of the Company.
2. Effectiveness. This Amendment shall be deemed effective as of the
date first herein stated, as if executed by both parties on such date. Except
as amended hereby, the Rights Agreement shall remain in full force and effect
and shall be otherwise unaffected hereby.
3. Miscellaneous. This Amendment to the Rights Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware.
This Amendment may be executed in any number of counterparts, 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. If any
term, provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Rights Agreement to be duly executed as of the date first set forth herein.
Attest: TEJAS GAS CORPORATION
By: By:
Name: P. Xxxxxxx Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Secretary Title: Senior Executive Vice President
Attest: XXXXXX TRUST AND SAVINGS
BANK
By: By:
Name: Name:
Title: Title:
