Exhibit 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1, dated as of September 24, 2004 to the Rights Agreement
dated as of March 30, 1999 (the "Agreement"), between KeySpan Corporation (f/k/a
MarketSpan Corporation), a New York corporation (the "Company"), and EquiServe
Trust Company, N.A., a national banking association (as successor to The Bank of
New York), as rights agent (the "Rights Agent").
The Company has approved the amendment to the Agreement set forth below.
Accordingly, in consideration of the premises and mutual agreements herein set
forth, the parties hereby agree as follows:
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent desire to amend the Rights Agreement as set forth below:
FIRST: Section 1(l) of the Agreement is hereby deleted and replaced with
the following new language:
"Expiration Date" shall mean the earliest of (i) the close of business on
September 30, 2004 (the "Final Expiration Date"), (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof or (iii) the time at which
the Rights are exchanged pursuant to Section 24 hereof. "
SECOND: This Amendment shall be effective as of the date hereof.
THIRD: Except as set forth above, the provisions of the Agreement shall
remain in full force and effect.
FOURTH: This Amendment shall be deemed to be a contract made under the laws
of the State of New York and for all purposes shall be governed by and construed
in accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state. 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, implied or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
KEYSPAN CORPORATION
By: /s/Xxxx X. Xxxxxx, Xx.
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Name: Xxxx X. Xxxxxx, Xx.
Title: Senior Vice President, General Counsel and Secretary
EQUISERVE TRUST COMPANY, N.A.
as Rights Agent
By: /s/Amelja Xxxxx
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Name: Amelja Xxxxx
Title: Senior Account Manager
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