[EXHIBIT 10.2 TO COLONIAL ENERGY'S
REGISTRATION STATEMENT ON FORM S-4]
FIRST AMENDMENT TO RIGHTS AGREEMENT
This FIRST AMENDMENT TO RIGHTS AGREEMENT dated as of
_____________, 1998 among Colonial Gas Company, a Massachusetts
corporation ("Colonial Gas"), Colonial Energy, a Massachusetts
business trust ("Colonial Energy") and BankBoston, N.A., a
national banking association (f/k/a The First National Bank of
Boston), (the "Rights Agent").
WHEREAS, Colonial Gas and the Rights Agent entered into that
certain Rights Agreement dated as of December 1, 1993 (the
"Rights Agreement") pursuant to which Colonial Gas adopted a
shareholder rights plan and declared a dividend distribution of
one share purchase right (a "Right") for each outstanding share
of Common Stock, par value $3.33 per share (the "Colonial Gas
Common Stock") of Colonial Gas to stockholders of record at the
close of business on December 1, 1993;
WHEREAS, each Right entitles the record holder to purchase
from Colonial Gas 1/100th of a share (a "Unit") of Series A-1
Junior Participating Preferred Stock, par value $25.00 per share
(the "Junior Preferred Stock") of Colonial Gas, at the price of
$60 per Unit subject to adjustments set forth in the Rights
Agreement;
WHEREAS, the shareholders of Colonial Gas have approved a
reorganization pursuant to an Agreement and Plan of Merger, dated
as of March __, 1998 (the "Merger Agreement") providing for (i)
merger of Mergeco, Inc., a Massachusetts utility corporation and
a wholly- owned subsidiary of Colonial Energy, into Colonial Gas
(the "Merger"), (ii) the exchange by Colonial Gas shareholders of
their shares of Colonial Gas Common Stock for an equal number of
shares of beneficial interest of Colonial Energy, par value $3.33
per share (the "Colonial Energy Common Shares"), and (iii)
Colonial Gas becoming a wholly-owned subsidiary of Colonial
Energy; and
WHEREAS, the directors of Colonial Gas have determined that
the shareholder rights plan of Colonial Gas should be transferred
to Colonial Energy, and the parties hereto have determined to
amend the Rights Agreement as set forth below;
NOW THEREFORE, in consideration of the premises and the
mutual agreement herein set forth, the parties agree as follows:
Section 1. Transfer of Rights Agreement. Effective as
of the Merger's Effective Time (as defined in Article I of the
Merger Agreement), Colonial Gas hereby transfers and assigns to
Colonial Energy, and Colonial Energy hereby assumes and agrees to
perform as successor to Colonial Gas as the "Company" under the
Rights Agreement, all rights, privileges, liabilities and
obligations of the Company under the Rights Agreement, as amended
by this Amendment.
Section 2. Amendment to Defined Terms. Effective as of
the Effective Time of the Rights Agreement and each Exhibit
attached thereto (including without limitation the Form of Rights
Certificate attached as Exhibit B) shall be amended as follows:
(a) The reference in the introductory paragraph to
"Colonial Gas Company, a Massachusetts corporation" shall be
replaced with "Colonial Energy, a Massachusetts business trust".
(b) All other references to "Colonial Gas Company" shall be
replaced with "Colonial Energy", and references to the term the
"Company" shall be deemed to be references to "Colonial Energy".
(c) The recital is hereby amended by deleting the following
words in the second to last line "Form of Vote Establishing the
Series A-1 Junior Participating Preferred Stock" and replacing
them with "Designation of Series A-1 Junior Participating
Preferred Shares".
(d) Exhibit A is hereby replaced with Appendix A attached
to the Colonial Energy Declaration of Trust dated March 3, 1998
as a new Exhibit A.
(e) All references to "Directors", the "Board" or "Board of
Directors" shall be replaced with "Trustees".
(f) All references to "Continuing Director" shall be
replaced with "Continuing Trustee".
(g) All references to the "capital stock" or "Stock" of
Colonial Gas shall be replaced with "Shares" of Colonial Energy,
including the following:
(1) references to "Common Stock" shall be replaced
with "Common Shares" of Colonial Energy; and
(2) references to "Preferred Stock" or "Preferred
Shares" shall be replaced with "Junior Preferred Shares" of
Colonial Energy and references to "Series A-1 Junior
Participating Preferred Stock" shall be replaced with "Series A-1
Junior Participating Preferred Shares" of Colonial Energy.
(h) All references to "Massachusetts Department of Public
Utilities" or "DPU" shall be replaced respectively by
"Massachusetts Department of Telecommunications and Energy" or
"DTE".
(i) All references to "Stock Acquisition Date" shall be
replaced with "Share Acquisition Date".
(j) All references to "The First National Bank of Boston"
shall be replaced with "BankBoston, N.A." and references to the
Rights Agent shall be references to BankBoston, N.A.
Section 3. Rights and the Record Date. Notwithstanding
the foregoing changes, for purposes of determining the holders of
Rights declared for the period from and including the Record Date
to the Effective Time, each Right has been authorized and
declared for each share of common stock, par value $3.33 per
share, of Colonial Gas Company outstanding on the Record Date or
issued during such period. After the Effective Time, Rights will
be declared for each Colonial Energy Common Share issued for the
period after the Effective Time to the Distribution Date.
Section 4. Certificate. Concurrently with the execution
of this Amendment Colonial Gas has delivered to the Rights Agent
a certificate from an appropriate officer of Colonial Gas stating
that this Amendment is in compliance with the terms of Section 27
of the Rights Agreement.
Section 5. Governing Law. This Amendment shall be
deemed to be a contract under the laws of the Commonwealth of
Massachusetts and for all purposes shall be governed by and
construed in accordance with the laws of such Commonwealth
applicable to contracts made and to be performed entirely within
such Commonwealth.
Section 6. Counterparts. This Amendment may be executed
in any number of counterparts and each of such counterparts shall
be for all purposes deemed to be an original in all such
counterparts together shall constitute but one in the same
instrument.
Section 7. Descriptive Headings. Descriptive headings
of the several sections of this Amendment are inserted for
convenience only and shall not control or effect the meaning or
construction of any of the provisions hereof.
Section 8. Effectiveness. Except to the extent
specifically amended hereby, the Rights Agreement and all related
documents as amended hereby shall remain in full force and
effect. Whenever the terms or sections amended hereby shall be
referred to in the Rights Agreement, or such other documents
(whether directly or by incorporation into other defined terms),
such defined terms shall be deemed to refer to those terms or
sections as amended by this Amendment.
Section 9. Benefits of this Amendment. Nothing in this
Amendment shall be construed to give any Person other than
Colonial Energy, the Rights Agent and the registered holders of
the Rights Certificates (and, prior to the Distribution Date,
registered holders of the Colonial Energy Common Shares) any
legal or equitable right, remedy or claim under the Rights
Agreement as amended hereby; but the Rights Agreement shall be
for the sole and exclusive benefit of Colonial Energy, the Rights
Agent and the registered holders of the Rights Certificates (and,
prior to the Distribution Date, registered holders of the
Colonial Energy Common Shares).
Section 10. Severability. If any term, provision,
covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, void 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, impaired or invalidated.
IN WITNESS WHEREOF, the parties shall have caused this
Amendment to be duly executed and the respective corporate seals
to be hereto affixed and attested, all as of the day and year
first above written.
Attest: COLONIAL GAS COMPANY
By__________________________ By________________________
Name: Name:
Title: Title:
Attest: COLONIAL ENERGY
By__________________________ By________________________
Name: Name:
Title: Title:
Attest: BANKBOSTON, N.A. (f/k/a/
THE FIRST NATIONAL BANK OF
BOSTON)
By__________________________ By________________________
Name: Name:
Title: Title:
[END OF EXHIBIT 10.2 TO COLONIAL ENERGY'S
REGISTRATION STATEMENT ON FORM S-4]