AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
This Amendment No. 1 to the Rights Agreement (the "Amendment") is entered
into as of November 30, 1999 by and between Valley Resources, Inc., a Rhode
Island corporation (the "Company"), and The Bank of New York, as rights agent
(the "Rights Agent"), amending the Rights Agreement (the "Rights Agreement"),
dated as of June 18, 1991 between the Company and the Rights Agent.
W I T N E S S E T H
WHEREAS, there does not exist as of the date hereof any Acquiring Person
(as defined in the Rights Agreement); and
WHEREAS, the Company desires to amend the Rights Agreement in accordance
with Section 27 thereof;
NOW THEREFORE, in consideration of the premises and the mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby agree
as follows:
Section 1. Defined Terms. Capitalized terms defined in the Rights Agreement
and used herein shall have the meanings given to them in the Rights Agreement.
Section 2. Amendment to Section 1. Section 1(a) of the Rights Agreement is
hereby amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, neither
Southern Union Company ("Southern Union") nor any of its Affiliates
shall become an Acquiring Person as a result of the execution of the
Agreement and Plan of Merger among Southern Union, SUG Acquisition
Corporation, a Rhode Island corporation ("Newco"), and the Company (as
the same may be modified or amended from time to time, the "Merger
Agreement") or the consummation of the transactions contemplated
thereby, including the mergers contemplated by the Merger Agreement."
Section 3. Amendment to Section 3. Section 3(a) of the Rights Agreement is
hereby amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as the
result of the approval, execution, delivery or performance of the
Merger Agreement or the consummation of any of the mergers
contemplated therein."
Section 4. Amendment to Section 7(a). Section 7(a) of the Rights Agreement
is hereby amended by:
(a) deleting the word "and" immediately before the phrase "(iii) the
date"; and
(b) inserting the following phrase immediately after the phrase "as
provided in Section 24 hereof": "and (iv) such time as duly executed
articles of merger are duly filed with the Secretary of State of the
State of Rhode Island pursuant to Section 1.3 of the Merger Agreement
or at such later effective time as is specified in such document."
Section 5. Amendment to Section 13. Section 13 of the Rights Agreement is
hereby amended to add the following sentence at the end thereof:
"Notwithstanding the foregoing, the provisions of this Section 13 shall not
apply to the execution and delivery of the Merger Agreement or the consummation
of the transactions contemplated thereby."
Section 6. Effectiveness. This Amendment shall be deemed effective as of
the date hereof. Except as specifically amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.
Section 7. Counterparts. This Amendment may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed an
original, but all such counterparts shall together constitute but one and the
same instrument.
Section 8. Governing Law. This Amendment shall be deemed to be a contract
made under the laws of the State of Rhode Island and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts made and to be performed entirely within such State.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date hereof.
VALLEY RESOURCES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
THE BANK OF NEW YORK
By: /s/ Xxxxxxx Poplansky
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Name: Xxxxxxx Poplansky
Title: Assistant Vice President
