Nicor Inc.
Form 8-K
Exhibit 99.1
AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of November 23, 2004 (the "Amendment"), to Rights
Agreement, dated as of September 9, 1997 (the "Rights Agreement"), between Nicor
Inc., an Illinois corporation (the "Company"), and ▇▇▇▇▇▇ Trust and Savings Bank
(the "Rights Agent"). Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to them in the Rights Agreement.
WHEREAS, the Company and the Rights Agent previously entered into the
Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the terms of such Section 27.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
agreements set forth in this Amendment, the parties hereby amend the Rights
Agreement as follows:
1. Clause (i) of Section 7(a) of the Rights Agreement is hereby
amended to replace the words "September 30, 2007" with the words "November 23,
2004".
2. Exhibit B to the Rights Agreement ("Form of Right Certificate") is
hereby amended to replace the words "September 30, 2007" with the words
"November 23, 2004" in all places where such words appear.
3. This Amendment shall be effective as of the date hereof and,
except as expressly set forth herein, the Rights Agreement shall remain in full
force and effect and be otherwise unaffected hereby.
4. This Amendment will be binding upon and inure to the sole and
exclusive benefit of the Company, the Rights Agent, and the registered holders
of the Rights Certificates (and, prior to the Distribution Date, the Common
Shares).
5. This Amendment may be executed in any number of counterparts, each
of which, when executed, shall be deemed to be an original and all such
counterparts shall together constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date first written above.
NICOR INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Vice President, General Counsel
& Secretary
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Vice President