FIRST AMENDMENT TO ISSUING AND PAYING AGENCY AGREEMENT
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This First Amendment to Issuing and Paying Agency Agreement
is made this August 13, 1997 by and among State Street Bank and
Trust Company ("State Street"), a Massachusetts trust company
maintaining an office for purposes of this agreement at 225
Asylum Street, Hartford, Connecticut 06103, Fleet National Bank
("Fleet"), a national banking association maintaining an office
at 777 Main Street, Hartford, Connecticut 06115, and Connecticut
Natural Gas Corporation (the "Company"), a Connecticut corpora-
tion having its principal place of business at 100 Columbus
Boulevard, Hartford, Connecticut 06103.
RECITALS:
A. Fleet, formerly known as Shawmut Bank Connecticut,
National Association, and the Company are parties to an Issuing
and Paying Agency Agreement dated as of June 14, 1994 (the
"Agreement") concerning the Company's Medium-Term Notes,
Series B, in an aggregate principal amount not exceeding U.S.
$75,000,000 (the "Notes").
B. Fleet has sold substantially all of its corporate trust
operations to State Street, effective June 30, 1997.
C. In connection with such sale, Fleet wishes to document
its resignation as Issuing and Paying Agent under the Agreement,
and State Street wishes to be appointed by the Company as the
successor Issuing and Paying Agent under the Agreement.
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D. The Company wishes to accept the resignation of Fleet
and appoint State Street in its stead.
E. The Company, PaineWebber Incorporated and
A.G. Edwards & Sons, Inc. have this date entered into an Amended
and Restated Placement Agency Agreement (the "Amended Placement
Agency Agreement") modifying and replacing the Placement Agency
Agreement concerning (the "Placement Agency Agreement") the Notes
among Smith Barney Inc., A.G. Edwards & Sons, Inc. and the
Company dated June 14, 1994.
F. State Street and the Company wish to amend the Agree-
ment to reflect the substitution of PaineWebber Incorporated for
Smith Barney Inc. and amend the form of the Notes annexed to the
Agreement as Exhibit I to reflect the changes referred to in
these recitals.
G. The parties hereto acknowledge and agree that each
amendment of the Agreement and the Notes set forth below does not
adversely affect the interests of any Holder of any of the Notes.
H. Any capitalized terms not defined herein shall have the
meanings attributed to them in the Agreement and the Notes.
In consideration of the mutual promises hereinafter
contained, Fleet, State Street and the Company hereby covenant
and agree as follows:
1. Fleet hereby resigns as Issuing and Paying Agent under
the Agreement.
2. The Company hereby accepts such resignation and
appoints State Street as the successor Issuing and Paying Agent
under the Agreement.
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3. Fleet and the Company waive any notice requirements
under the Agreement with respect to the matters referred to in
Paragraphs 1 and 2 above.
4. All references in the Agreement to the Placement Agency
Agreement shall be deemed references to the Amended Agency
Agreement.
5. Paragraph 2 of Article V of the Agreement is deleted
and the following new paragraph 2 of Article V is substituted in
its place:
2. In order to preserve the exemption from
registration under the Securities Act, the Notes will
be issued and sold on the condition that no resale or
other transfer of a Note or any interest therein will
be made prior to the date that is two (2) years after
the later of (a) the Original Issue Date or (b) the
last date the Company or any of its affiliates was the
beneficial owner of such Note unless the Note is
transferred: (i) to an Agent or the Company; or
(ii) through an Agent or by an Agent acting as
principal to an institutional investor approved as an
Accredited Investor or a Qualified Institutional Buyer
by such Agent; or (iii) directly to an institutional
investor approved as an Accredited Investor or a
Qualified Institutional Buyer by the Company in a
transaction approved by the Company; or (iv) through a
dealer other than the Agents to an institutional
investor approved as an Accredited Investor or a
Qualified Institutional Buyer by the Company in a
transaction approved by the Company; (v) directly to a
Qualified Institutional Buyer in a transaction that
meets the requirements of Rule 144A under the
Securities Act, (vi) pursuant to an exemption from
registration in accordance with Rule 144 under the
Securities Act, (vii) to an institutional accredited
investor acquiring the Notes pursuant to an exemption
form registration provided by Regulation S under the
Securities Act and (viii) pursuant to an effective
registration statement under the Securities Act,
subject in each case to the disposition of the
purchaser's property being at all times within its
control. Approval by an Agent or the Company of a
transfer of a Note, to the extent required as described
above, will be granted only if the transfer is made to
a Qualified Institutional Buyer or an Accredited
Investor and is in accordance with the other
requirements applicable to an initial sale or the
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requirements of Rule 144A under the Securities Act.
Any transfer described in clause (iii), (iv), (v) or
(vii) above including a transaction effectuated by or
through the Depository's book-entry system requires the
submission to the Issuing and Paying Agent of the
certificate of transfer on the Note duly completed or a
duly completed transfer instrument substantially in the
form attached as Exhibit II to this Agreement. In
connection with any transfer of the Notes within two
years after the original issuance of the Notes, if the
proposed transferee is an Accredited Investor, the
holder must, prior to such transfer, furnish to the
Issuing and Paying Agent and the Company such
certifications, legal opinions or other information as
either of them may reasonably require to confirm that
such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the
registration requirements of the Securities Act.
Notwithstanding the preceding sentence, the Issuing and
Paying Agent shall not effect any transfer requested in
such certificate of transfer or transfer instrument
unless first receiving approval from the Company or the
Company's counsel. The Issuing and Paying Agent shall
provide a copy of such certificate of transfer or
transfer instrument to the Company and to each Agent as
soon as practicable following its receipt of such
certificate of transfer or transfer instrument. The
Company or the Company's counsel shall approve or
disapprove (stating the reasons for any disapproval) of
such transfer within one (1) Business Day after
receiving such certificate of transfer or transfer
instrument. In the event the Issuing and Paying Agent
shall not receive such approval or disapproval within
such one (1) Business Day, it shall as soon as
practicable on the next succeeding Business Day request
such approval or disapproval from the Company. In the
further event that such approval or disapproval is not
received by the Issuing and Paying Agent within two (2)
Business Days after receiving such certificate of
transfer or transfer instrument, then the Issuing and
Paying Agent shall return the certificate of transfer
or transfer instrument and any related Note or Notes
for the reason that no approval of the requested
transfer was received and refer the person submitting
such request to the Company. If the requested transfer
shall be disapproved by the Company or its counsel, the
Issuing and Paying Agent shall return the certificate
of transfer or transfer instrument and any related Note
or Notes to the person requesting such transfer for the
reason that the requested transfer has been disapproved
and provide the reasons therefor.
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6. The form of the Notes annexed to the Agreement as
Exhibit I is deleted and a new Exhibit I is substituted in its
place in the form annexed to this First Amendment.
7. The substitution of State Street Bank and Trust Company
for Shawmut Bank Connecticut, National Association, as the
Issuing and Paying Agent under the Agreement, as modified hereby,
shall, for all purposes, be deemed as effective as of June 30,
1997.
8. Except as modified hereby, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be executed by their respective corporate
officers, thereunto duly authorized, as of the day and year first
above written.
STATE STREET BANK AND TRUST COMPANY
By:_______________________________
FLEET NATIONAL BANK
By:_______________________________
Its Agent, acting pursuant to a Power of
Attorney of Fleet National Bank, dated
June 30, 1997
CONNECTICUT NATURAL GAS CORPORATION
By:________________________________
Its
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