FIRST AMENDMENT
THIS FIRST AMENDMENT, dated as of March 24, 1999, to the Rights Agreement,
dated as of August 1, 1997 (the "Rights Agreement"), between New Century
Energies, Inc. (the "Company") and The Bank of New York, as Rights Agent (the
"Rights Agent").
WHEREAS, the parties hereto are parties to the Rights Agreement.
WHEREAS, pursuant to Section 27 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:
"; provided, however, that Northern States Power Company ("NSP") shall not
be deemed an "Acquiring Person" as a result of the execution, delivery and
performance of the Agreement and Plan of Merger (the "Merger Agreement")
dated as of March 24, 1999, between NSP and the Company or the consummation
of the transactions contemplated in the Merger Agreement".
2. Clause (a)(i) of Section 7 of the Rights Agreement is hereby amended to
read in its entirety as follows:
"the earlier of the close of business on July 31, 2007 or the "Effective
Time" as defined in Merger Agreement (the "Final Expiration Date")".
3. Clause (a) of Section 13 of the Rights Agreement is hereby amended by
adding the words "other than pursuant to the Merger Agreement" at the end of the
introductory phrase "In the event that, following the Shares Acquisition Date,
directly or indirectly," of such clause.
4. This Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts to be made and performed
entirely within such State, except that the rights, duties and obligations of
the Rights Agent under this Amendment shall be governed by the laws of the State
of New York.
5. Except as expressly amended hereby, the Rights Agreement shall continue
in full force and effect in accordance with the provisions thereof.
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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.
NEW CENTURY ENERGIES, INC.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Chief Executive Officer
Attest:
/s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Secretary
THE BANK OF NEW YORK
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
Attest:
/s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Assistant Vice President
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