Exhibit 1
AMENDMENT TO DISTRIBUTION AGREEMENT
November 13, 2006
Central Hudson Gas & Electric Corporation
284 South Avenue
Poughkeepsie, New York 12601-4879
Ladies and Gentlemen:
Reference
is made to the Distribution Agreement (the "Distribution
Agreement") dated
October 28, 2004 between Central Hudson Gas & Electric
Corporation (the
"Company")
and Citigroup
Global Markets Inc.,
J.P. Morgan
Securities Inc. and
McDonald Investments
Inc. (collectively, the "Agents").
Capitalized terms used
in this Amendment
shall have the
meanings set forth in
the Distribution
Agreement as amended by this Amendment. The Distribution
Agreement as amended by this Amendment is and shall continue to be
in full force
and effect and is hereby in all respects ratified and
confirmed.
The
Company proposes to
issue and sell
$27,000,000 aggregate
principal
amount of the Company's Medium-Term Notes, Series E (the
"Specified Notes"), in
connection with
which the Agents will be acting as agents of the Company
pursuant to Section 2(a) of the Distribution Agreement, subject in all respect
to the terms and
conditions of the
Distribution
Agreement as amended
by this
Amendment.
In
connection with the Company's issuance and sale of the Specified
Notes,
the Company and the Agents have agreed to amend the Distribution Agreement as
follows:
(1) The Distribution Agreement shall be amended so that the following
capitalized terms used therein shall have the meanings as
follows:
(a) "Effective
Date" shall have the meaning set forth in the
Distribution Agreement
and, in the case of
the issuance and sale
of the
Specified
Notes, shall also include the date as of
which any part of the
Registration Statement is deemed to have become effective under the
Act in
accordance
with Rule 430B under the Act.
(b) "Pricing
Supplement"
shall have the
meaning set forth in
the
Distribution Agreement
and, in the case of
the issuance and sale
of the
Specified
Notes, shall also include the Pricing Supplement relating to
the
Specified
Notes, which shall be substantially in the form of
Schedule 2
hereto.
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(c) "Prospectus
Supplement" shall have the meaning set forth in the
Distribution Agreement
and, in the case of
the issuance and sale
of the
Specified
Notes, shall also include the Prospectus dated October 22,
2004,
as
supplemented by the
Prospectus Supplement
dated October 28,
2004, as
filed with
the Commission pursuant to Rule 424(b) under the Act.
(d) "Registration Statement" shall have the meaning set forth in
the
Distribution Agreement
and, in the case of
the issuance and sale
of the
Specified
Notes, shall also include the Pricing Supplement and the
Prospectus
Supplement,
which are deemed
pursuant to Rule 430B
under the
Act to be
part of the Registration Statement.
(2) The Distribution Agreement shall be amended to add the
following capitalized
terms:
(a) "Issuer
Free Writing Prospectus" shall have the meaning set
forth in
Section 1(k) hereof.
(b) "Specified
Notes" shall mean the Notes contemplated by the
Amendment
to this Agreement dated as of November 13, 2006 between the
Company
and the Agents.
(c) "Time of Sale"
shall mean the time when sales of the Specified
Notes were
first made.
(d) "Time of Sale Information" shall mean the Prospectus
Supplement,
including
the documents deemed to be incorporated by reference therein as
of the
Time of Sale, together
with any Free Writing
Prospectus listed on
Schedule 1
hereto.
(3) The Distribution
Agreement shall be amended so that, in the case of the
issuance and sale of the Specified Notes, references to the "Prospectus" in
Sections 1(b),
(c), (d), (e), (f),
(g), (h) and (i) thereof shall be deemed to
include the Time of Sale Information.
(4) The Distribution
Agreement shall be amended by inserting the
following at
the end of Section 1 thereof:
(j)
The Time of Sale
Information,
at the Time of Sale and at the
Closing
Date for the
Specified Notes did not and will not,
contain any
untrue
statement of a material fact or omit to state a
material fact
necessary
in order to make the
statements
therein, in the light of the
circumstances under
which they were made, not misleading; provided that
the
Company makes no
representation
and warranty with respect to any
statements
or omissions made in reliance upon and in conformity with
information relating
to any Agent furnished
to the Company in writing by
such
Agent expressly for use in such Time of Sale Information. No
statement
of material fact included in the Prospectus has been
2
<PAGE>
omitted
from the Time of Sale
Information
and no statement of material
fact
included in the Time of Sale Information that is required to be
included
in the Prospectus has been omitted therefrom.
(k) The Company
(including its agents
and representatives,
other
than the
Agents in their capacity as such) has not prepared, made, used,
authorized, approved
or referred to and will not
prepare, make, use,
authorize,
approve or refer to
any "written communication" (as defined in
Rule 405
under the Act) that
constitutes an offer to sell or solicitation
of an
offer to buy the
Specified Notes (each
such communication
by the
Company or
its agents and
representatives
(other than a communication
referred
to in clauses (i) and (ii) below) an "Issuer Free Writing
Prospectus") other
than (i) any document
not constituting
a prospectus
pursuant
to Section 2(a)(10)(a) of the Act or Rule 134 under the Act,
(ii)
the
Prospectus Supplement, (iii) the documents listed on Schedule 1
hereto
as
included in the Time of Sale Information and (iv) any electro
