FIRST AMENDMENT
THIS FIRST AMENDMENT, dated as of February 26, 2001 to the Rights
Agreement, dated as of November 28, 1995 (the "Rights Agreement"), between NUI
Corporation (the "Company") and Mellon Securities Trust Company, as Rights Agent
(the "Rights Agent").
WHEREAS, the parties hereto are parties to the Rights Agreement;
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Board of
Directors deems it necessary and desirable and in the best interests of the
Company and its shareholders to amend the Rights Agreement as set forth below;
and
WHEREAS, the parties hereto desire to amend the Rights Agreement, as
provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth herein and in the Rights Agreement, the parties hereto agree as
follows:
1. The definition of "Acquiring Person" as set forth in Section 1(a) of the
Rights Agreement is hereby amended by adding the following provision at the end
of the first sentence thereto:
"; proviedd, however, that NUI Holding Company shall not be deemed an
"Acquiring Person" as a result of the execution, delivery and
performance of the Agreement and Plan of Exchange (the "Exchange
Agreement") entered into by and between NUI Holding Company and the
Company in connection with the reorganization of the Company into a
holding company structure or the consummation of the transactions
contemplated in the Exchange Agreement."
2. Section 13 of the Rights Agreement is hereby amended by adding the words
"other than pursuant to the Exchange Agreement," at the end of the introductory
phrase "In the event that, directly or indirectly," of such clause.
3. Notwithstanding anything in the Rights Agreement to the contrary, the
Rights Agreement and all Rights shall expire at the "Effective Time" as defined
in the Exchange Agreement, a copy of which is attached hereto as Exhibit A. The
Company will use reasonable efforts to provide the Rights Agent with advance
notice of the anticipated Effective Time.
4. This Amendment shall be governed by and construed in accordance with the
laws of the State of New Jersey applicable to contracts to be made and performed
entirely within such State, except that the rights, duties and obligation of the
Rights Agent under this Amendment shall be governed by the laws of the State of
New Jersey.
5. Except as expressly amended hereby, the Rights Agreement shall continue
in full force and effect in accordance with the provisions thereof.
6. This Amendment 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 together constitute but one and the same instrument.
IN WITNESS WHEREOF, the Company and the Rights Agent have executed this
First Amendment as of the date first above written.
NUI CORPORATION
By: /s/ Xxxx Xxxx, Xx.
____________________________
Name: Xxxx Xxxx, Xx.
Title: President
Attest:
/s/ Xxxxx X. Xxxxxx
___________________
Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary
MELLON INVESTOR SERVICES LLC
formerly MELLON SECURITIES TRUST
COMPANY, as Rights Agent
By: /s/ Xxxxxxx X. Xxxxxxx
____________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Attest:
/s/ Xxxxx Xxxxxx
__________________
Name: Xxxxx Xxxxxx
Title: Executive Administrator
