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EXHIBIT 1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Amendment No. 2 dated as of October 18, 1995 to the Rights Agreement
dated as of January 15, 1991 (the "Rights Agreement") between Puget Sound Power
& Light Company, a Washington corporation (the "Company") and The Bank of New
York, as successor to The Chase Manhattan Bank, N.A. (the "Rights Agent").
WHEREAS, the Board of Directors of the Company (the "Board of
Directors") has approved the execution, delivery and performance by the Company
of, and consummation of the transactions contemplated by, an Agreement and Plan
of Merger among the Company, Washington Energy Company ("WECo") and Washington
Natural Gas Company (the "Merger Agreement") and Stock Option Agreements between
the Company and WECo (the "Stock Option Agreements"), each in substantially the
form presented to and reviewed by the Board of Directors; and
WHEREAS, in connection with the consummation of the transactions
contemplated by the Merger Agreement and the Stock Option Agreements, the Board
of Directors concurrently deemed it necessary and desirable that the Company
enter into this Amendment;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Amendment. Pursuant to Section 27 of the Rights
Agreement, the Rights Agreement is amended by adding the following immediately
after Section 33 of the Rights Agreement:
"Section 34. Transactional Exemption.
(a) Notwithstanding anything to the contrary in this Agreement,
neither the execution, delivery and performance by the respective
parties thereto, nor consummation of the transactions contemplated by
(i) the Agreement and Plan of Merger dated as of October 18, 1995 among
the Company, Washington Energy Company ("WECo") and Washington Natural
Gas Company or (ii) the Stock Option Agreements dated as of October 18,
1995 between the Company and WECo (together with the Merger Agreement,
the "Transaction Agreements") shall cause any Person (as defined in
Section 1(i) hereof) to become an "Acquiring Person" (as defined in
Section 1(a) hereof), or give rise to any event that, through passage
of time, would result in the occurrence of a "Shares Acquisition Date"
or a "Distribution Date" (as defined in Sections 1(l) and 3(a) hereof,
respectively).
(b) Notwithstanding anything to the contrary in this Agreement,
the provisions of Section 13 and 25 hereof shall be deemed not to apply
to any of the transactions contemplated by the Transaction Agreements."
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Section 2. Condition to Effectiveness. This Amendment shall become
effective upon the execution and delivery of the Merger Agreement by each of the
parties thereto.
Section 3. Reference to and Effect on Rights Agreement. Upon the
effectiveness of this Amendment pursuant to the provisions of Section 2 hereof,
each reference in the Rights Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or any other similar expression referring to the Rights
Agreement shall mean and be a reference to the Rights Agreement as amended by
this Amendment.
Section 4. Governing Law. 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.
Section 5. Counterparts. This Amendment may be executed in two
counterparts, and each of such counterparts shall for all purposes be deemed to
be an original, and both such counterparts shall together constitute but one and
the same instrument.
Section 6. Descriptive Headings. Descriptive headings of the
sections of this Amendment are for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
PUGET SOUND POWER &
LIGHT COMPANY
Attest:
By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its: Executive Vice President Its: President and Chief
Chief Financial Officer Executive Officer
THE BANK OF NEW YORK
Attest:
By /s/▇▇▇▇▇ ▇▇▇▇▇▇▇ By /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Its: Vice President Its: Vice President
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