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EXHIBIT D
[Please see attached.]
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GOVERNANCE AGREEMENT
BETWEEN
K N ENERGY, INC.
AND
XXXXXX ASSOCIATES, INC.
DATED AS OF
OCTOBER 7, 1999
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GOVERNANCE AGREEMENT
THIS GOVERNANCE AGREEMENT (this "Agreement"), dated as of October 7, 1999,
is entered into by and between K N Energy, Inc., a Kansas corporation (the
"Company"), and Xxxxxx Associates, Inc. ("Xxxxxx Associates"), a Kansas
corporation wholly-owned by Xxxxxxx X. Xxxxxx.
WHEREAS, the Company, Rockies Merger Corp., Inc., a Delaware corporation
and wholly-owned subsidiary of the Company ("Merger Sub"), and Xxxxxx Xxxxxx,
Inc., a Delaware corporation ("KM Inc."), have entered into an Agreement and
Plan of Merger, dated as of July 8, 1999 (as amended, the "Merger Agreement"),
pursuant to which Merger Sub will merge with and into KM Inc. on the terms and
conditions set forth therein (the "Merger"); and
WHEREAS, Xxxxxx Associates Beneficially Owns (as defined herein)
approximately 22% of KM Inc., and after giving effect to the Merger, Xxxxxx
Associates will Beneficially Own approximately 7.1% of the Company; and
WHEREAS, as a condition to the willingness of the Company and KM Inc.,
respectively, to enter into the Merger Agreement, and each party, in order to
induce the other to enter into such agreement, has agreed to execute and
deliver, or cause to be executed and delivered, this Agreement concurrently with
the Closing under the Merger Agreement (the "Merger Closing"); and
WHEREAS, the Company and Xxxxxx Associates desire to establish in this
Agreement certain terms and conditions concerning the corporate governance of
the Company after the Merger Closing; and
WHEREAS, the Company and Xxxxxx Associates also desire to establish in this
Agreement certain terms and conditions concerning the acquisition and
disposition of securities of the Company by Xxxxxx Associates.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. As used in this Agreement, the following terms
shall have the following meanings:
"Affiliate" means, with respect to any Person, any other Person that
directly or indirectly, through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such first Person.
"Associate" has the meaning set forth in Rule 12b-2 under the Exchange Act
as in effect on the date of this Agreement.
"Beneficial Ownership" and any derivative thereto has the meaning set forth
in Rule 13d-3 under the Exchange Act as in effect on the date of this Agreement.
"Board" means the Board of Directors of the Company.
"Broad Distribution" means a distribution of Voting Securities that, to the
knowledge, after due inquiry, of the Person on whose behalf such distribution is
being made, will not result in the acquisition by any other Person of any such
Voting Securities to the extent that, after giving effect to
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such acquisition, such acquiring Person would hold in excess of the greater of
(x) 5% of the Total Voting Power of the Company or (y) if such acquiring Person
is an institutional investor eligible to file a Statement on Schedule 13G (or
any successor form) with respect to its investment in the Company, 7% of the
Total Voting Power of the Company.
"Buyout Transaction" means a tender offer, merger, sale of all or
substantially all of the Company's assets or any similar transaction involving
the Company or any of its Subsidiaries, on the one hand, and Xxxxxx Associates
or Kinder or any Affiliate of Xxxxxx Associates or Kinder, on the other, that
offers each holder of Voting Securities (other than, if applicable, the Person
proposing such transaction) the opportunity to dispose of all Voting Securities
Beneficially Owned by such holder.
"Closing" shall have the meaning set forth in Section 1.2 of the Merger
Agreement.
"Common Stock" means the common stock, par value $5.00 per share, of the
Company.
"Company" has the meaning set forth in the recitals to this Agreement.
"Control" has the meaning specified in Rule 12b-2 under the Exchange Act as
in effect on the date of this Agreement.
"Exchange Act" means the Securities and Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
"Governmental Entity" means any court, administrative agency, regulatory
body, commission or other governmental authority, board, bureau or
instrumentality, domestic or foreign and any subdivision thereof.
"Group" has the meaning set forth in Section 13(d) of the Exchange Act as
in effect on the date of this Agreement.
"Independent Director" means a director of the Company who (i) is in fact
independent; (ii) is not (apart from such directorship) an officer, Affiliate,
employee, principal stockholder or partner of KM Inc., Xxxxxx Associates or
Kinder, as applicable, or any Affiliate of KM Inc., Xxxxxx Associates or Kinder;
and (iii) is deemed independent under New York Stock Exchange Rule 303 in effect
on the date of this Agreement.
"Kinder" means Xxxxxxx X. Xxxxxx, an individual.
"Kinder Governance Agreement" means that certain Governance Agreement,
dated as of October 7, 1999, entered into by and between the Company and Kinder.
"KM Inc." has the meaning set forth in the recitals to this Agreement.
"Maximum Ownership Percentage" shall mean 15%.
"Merger" has the meaning set forth in the recitals to this Agreement.
"Merger Agreement" has the meaning set forth in the recitals to this
Agreement.
"Merger Closing" has the meaning set forth in the recitals to this
Agreement.
"Merger Sub" has the meaning set forth in the recitals to this Agreement.
"Xxxxxx Directors" means Xxxxxx Nominees who are elected or appointed to
serve as members of the Board in accordance with this Agreement.
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"Xxxxxx Nominees" means such Persons as are so designated by Xxxxxx
Associates, as such designations may change from time to time in accordance with
this Agreement, to serve as members of the Board pursuant to Section 2.3 hereof.
"Other Holders" means the holders of the Other Shares.
"Other Shares" means Voting Securities not Beneficially Owned by Xxxxxx
Associates.
"Person" means any individual, group, corporation, firm, partnership,
limited liability company, joint venture, trust, business association,
organization, Governmental Entity or other entity.
"SEC" means the Securities and Exchange Commission or any successor
Governmental Entity.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"Stockholder Vote" means as to any matter to be presented to the holders of
Voting Securities, a vote at a duly called and held annual or special meeting of
the holders of Voting Securities entitled to vote on such matter.
"Subsidiary" means, with respect to any Person, as of any date of
determination, any other Person as to which such Person owns, directly or
indirectly, or otherwise controls, more than 50% of the voting shares or other
similar interests.
"Third Party Offer" means a bona fide offer to enter into a tender offer,
merger, sale of all or substantially all of the Company's assets or any similar
transaction involving the Company by a Person other than Xxxxxx Associates or
Kinder, an Affiliate of Xxxxxx Associates or Kinder or any Person acting on
behalf of Xxxxxx Associates or Kinder or any Affiliate of Xxxxxx Associates or
Kinder.
"Total Voting Power of the Company" means the total number of votes that
may be cast in the election of directors of the Company if all Voting Securities
outstanding or treated as outstanding pursuant to the final sentence of this
definition were present and voted at a meeting held for such purpose. The
percentage of the Total Voting Power of the Company Beneficially Owned by any
Person is the percentage of the Total Voting Power of the Company that is
represented by the total number of votes that may be cast in the election of
directors of the Company by Voting Securities Beneficially Owned by such Person.
In calculating such percentage, the Voting Securities Beneficially Owned by any
Person that are not outstanding but are then subject to immediate issuance upon
exercise or exchange of rights of conversion or any options, warrants or other
rights (the "Rights") Beneficially Owned by such Person shall be deemed to be
outstanding for the purpose of computing the percentage of the Total Voting
Power represented by Voting Securities Beneficially Owned by such Person, but
any Rights Beneficially Owned by any other Person shall not be deemed to be
outstanding for the purpose of computing the percentage of the Total Voting
Power represented by Voting Securities Beneficially Owned by the Person with
respect to whom the calculation is being performed.
"Voting Securities" means Common Stock and any other securities of the
Company or any Subsidiary of the Company entitled to vote generally in the
election of directors of the Company or such Subsidiary of the Company.
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ARTICLE II
CORPORATE GOVERNANCE
SECTION 2.1 Board of Directors. Upon the effectiveness of the resignation
of those current members of the Company's Board who are not designated in Annex
A hereof and in anticipation of such resignations, the Company shall cause the
Board to (i) amend the Bylaws of the Company to decrease the number of Board
members from fifteen (15) to ten (10) and (ii) fill one (1) of the four (4)
vacancies on the Company's Board with the Xxxxxx Director listed in Annex A
hereof such that effective as of the Closing, the Board shall consist of ten
(10) members, one (1) of whom shall be a Xxxxxx Director. Effective as of the
Closing, the Board members of the Company and their respective classes shall be
as indicated in Annex A hereto.
SECTION 2.2 Independent Directors. Until the termination of this Agreement
as provided in Article V hereof, the total number of Independent Directors shall
at all times constitute a majority of the Board.
SECTION 2.3 Board Representation of Xxxxxx Associates. The parties hereto
shall exercise all authority under applicable law to cause any slate of
directors presented to the stockholders of the Company for election to the Board
to consist of such nominees that, if elected, would result in the Board
consisting of one (1) Xxxxxx Director.
SECTION 2.4 Designation of Slate. Any Xxxxxx Nominees that are included in
a slate of directors pursuant to Section 2.3 shall be designated by Xxxxxx
Associates, and any non-Xxxxxx Nominees that are to be included in any slate of
directors shall be designated in accordance with the Bylaws of the Company or
the provisions of the Kinder Governance Agreement, as applicable. The Company's
nominating committee shall nominate each person so designated.
SECTION 2.5 Resignations and Replacements. If at any time a member of the
Board resigns or is removed, a new member shall be designated to replace such
member until the next election of directors. If, consistent with Section 2.3,
the replacement director is to be a Xxxxxx Director, Xxxxxx Associates shall
designate the replacement Xxxxxx Director.
SECTION 2.6 Solicitation and Voting of Shares. (a) The Company shall use
reasonable efforts to solicit from the stockholders of the Company eligible to
vote for the election of directors proxies in favor of the Board nominees
selected in accordance with Section 2.3 and 2.4.
(b) In any election of directors, Xxxxxx Associates will vote or execute a
written consent with respect to all Voting Securities as to which it is entitled
to vote or execute a written consent for all nominees in accordance with the
provisions of Section 2.3 and 2.4. In addition, Xxxxxx Associates agrees that
neither it nor any of its Affiliates will vote, or act by written consent with
respect to any Voting Securities, in favor of any amendment of the Company's
Restated Articles of Incorporation or Bylaws which would be inconsistent with
the governance provisions contained in this Agreement.
ARTICLE III
STANDSTILL
SECTION 3.1 Standstill. (a) Except as otherwise expressly provided in this
Agreement (including this Section 3.1, Section 3.2 or Section 3.3) or as
specifically approved by a majority of the Independent Directors, Xxxxxx
Associates shall not, directly or indirectly: (i) by purchase or otherwise,
acquire, agree to acquire or offer to acquire Beneficial Ownership of any Voting
Securities or direct or indirect rights or options to Beneficially Own Voting
Securities (including any voting trust
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certificates representing such securities) if after such acquisition the number
of Voting Securities then Beneficially Owned by Xxxxxx Associates would exceed
the Maximum Ownership Percentage of the then outstanding number of Voting
Securities of the Company; (ii) enter into, propose to enter into, solicit or
support any merger or business combination or similar transaction involving the
Company or any of its Subsidiaries, on the one hand, and Xxxxxx Associates or
Kinder or any Affiliate of Xxxxxx Associates or Kinder, on the other, or
purchase, acquire, propose to purchase or acquire or solicit or support the
purchase or acquisition of any portion of the business or assets of the Company
or any of its Subsidiaries by Xxxxxx Associates or Kinder or by any Affiliate of
Xxxxxx Associates or Kinder; (iii) form, join or in any way participate in a
Group (other than a Group that may be formed in the future consisting solely of
Xxxxxx Associates and Kinder) formed for the purpose of acquiring, holding,
voting or disposing of or taking any other action with respect to Voting
Securities that would be required under Section 13(d) of the Exchange Act to
file a Statement on Schedule 13D with respect to such Voting Securities if the
Group would Beneficially Own more than the Maximum Ownership Percentage of the
then outstanding number of Voting Securities of the Company; (iv) deposit any
Voting Securities in a voting trust or enter into any voting agreement or
arrangement with respect thereto (other than this Agreement) which would entitle
any Person to Control more than the Maximum Ownership Percentage of the Total
Voting Power of the Company; (v) take any action challenging the validity or
enforceability of the foregoing or which would be inconsistent with the
foregoing; or (vi) assist, advise, encourage or negotiate with any Person with
respect to, or seek to do, any of the foregoing.
(b) Nothing in this Agreement shall (i) prohibit or restrict Xxxxxx
Associates from responding to any inquiries from any stockholders of the Company
as to Xxxxxx Associates' intention with respect to the voting of any Voting
Securities Beneficially Owned by it so long as such response is consistent with
the terms of this Agreement; (ii) restrict the right of each Xxxxxx Director on
the Board or any committee thereof to vote on any matter as such individual
believes appropriate in light of his or her duties as a director or committee
member or the manner in which a Xxxxxx Nominee may participate in his or her
capacity as a director in deliberations or discussions at meetings of the Board
or as a member of any committee thereof; (iii) prohibit Xxxxxx Associates from
Beneficially Owning Voting Securities issued as dividends or distributions in
respect of, or issued upon conversion, exchange or exercise of, securities which
Xxxxxx Associates is permitted to Beneficially Own under this Agreement; (iv)
prohibit any officer, director, employee or agent of Xxxxxx Associates from
purchasing or otherwise acquiring Voting Securities so long as he or she is not
a member of a Group that includes Xxxxxx Associates or Kinder or is not
otherwise acting on behalf of Xxxxxx Associates or Kinder; or (v) prohibit
Xxxxxx Associates from disclosing in accordance with its obligations (if any)
under the federal securities laws or other applicable law (if any) that the
Company has become the subject of a Buyout Transaction or a Third Party Offer.
SECTION 3.2 Buyout Transaction by Xxxxxx Associates. Nothing in this
Agreement shall prohibit or restrict Xxxxxx Associates from proposing,
participating in, supporting or causing the consummation of a Buyout Transaction
if (i) a majority of the Company's Independent Directors approves the Buyout
Transaction and (ii) the Company receives a written opinion from a nationally-
recognized investment bank to the effect that the Buyout Transaction is fair to
all of the Company's stockholders from a financial point of view.
SECTION 3.3 Third Party Offers. In the event that the Company becomes the
subject of a Third Party Offer, Xxxxxx Associates may not support such Third
Party Offer, vote in favor of such Third Party Offer or tender or sell its
Voting Securities to the Person making such Third Party Offer unless the Third
Party Offer is made available to all of the Company's stockholders and each of
the Other Holders are entitled to participate in the Third Party Offer on the
same terms and under the same conditions as Xxxxxx Associates.
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ARTICLE IV
TRANSFER RESTRICTIONS
SECTION 4.1 Restrictions. (a) Except as provided in Section 3.3, Xxxxxx
Associates shall not, directly or indirectly, sell, transfer or otherwise
dispose of any Voting Securities except as follows: (i) in accordance with the
volume and manner-of-sale limitations of Rule 144 under the Securities Act
(regardless of whether such limitations are applicable) and otherwise subject to
compliance with the Securities Act; and (ii) in a registered public offering or
a non-registered offering subject to an applicable exemption from the
registration requirements of the Securities Act in a manner calculated to
achieve a Broad Distribution.
(b) Notwithstanding Section 4.1(a) hereof, Xxxxxx Associates may:
(i) sell or transfer up to 1.4% at a time of the then outstanding
number of shares of Voting Securities of the Company in a private placement
exempt from the registration requirements of the Securities Act; provided,
that if the buyer of such Voting Securities is acting as a Group with
Xxxxxx Associates, after such sale or transfer the Group shall not
Beneficially Own more than the Maximum Ownership Percentage of the then
outstanding shares of Voting Securities of the Company;
(ii) sell or transfer 1.5% or more of the then outstanding number of
shares of Voting Securities of the Company at any time so long as (A) a
majority of the Independent Directors approves the sale or transfer, (B)(1)
the buyer of such Voting Securities agrees to be bound by the terms of this
Agreement and (2) the aggregate amount of all Voting Securities sold or
transferred pursuant to this subsection, when added to the Voting
Securities Beneficially Owned by Xxxxxx Associates after such sales or
transfers, does not exceed the Maximum Ownership Percentage of the then
outstanding shares of Voting Securities of the Company or (C) the Other
Holders shall have the ability to participate in such sale or transfer on a
pro rata basis.
SECTION 4.2 Legends. (a) Except as set forth in paragraph (b) below,
during the term of this Agreement all certificates representing Voting
Securities Beneficially Owned by Xxxxxx Associates shall bear an appropriate
restrictive legend indicating that such Voting Securities are subject to
restrictions pursuant to this Agreement.
(b) Upon any transfer or proposed transfer of Beneficial Ownership by
Xxxxxx Associates of any Voting Securities to any Person that is permitted
pursuant to this Agreement, the Company shall, upon receipt of timely-notice and
such certificates, opinions and other documentation as shall be reasonably
requested by the Company, cause certificates representing such transferred
Voting Securities to be issued not later than the time needed to effect such
transfer (x) without any restrictive legend if upon consummation of such
transfer such Voting Securities are no longer "restricted securities" as defined
in Rule 144 under the Securities Act or (y) without any reference to this
Agreement if upon consummation of such transfer such Voting Securities continue
to be "restricted securities."
SECTION 4.3 Effect. Any purported transfer of Voting Securities that is
inconsistent with the provisions of this Article IV shall be null and void and
of no force or effect.
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ARTICLE V
TERMINATION
SECTION 5.1 Automatic Termination. This Agreement shall automatically
terminate upon the earlier of: (i) eighteen (18) months from the Effective Time
or (ii) the date on which the percentage of the Total Voting Power of the
Company Beneficially Owned by Xxxxxx Associates (or by any transferee who has
agreed to be bound by the terms of this Agreement) in the aggregate is less than
5%.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, telecopied
(which is confirmed) or sent by overnight courier service to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
If to the Company:
K N Energy, Inc.
000 Xxx Xxxxxx Xxxxxx
Phase II -- 0xx Xxxxx XX
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx
Vice President and General Counsel
Fax: (000) 000-0000
Copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
If to Xxxxxx Associates:
Xxxxxx Associates, Inc.
0000 XxXxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Fax: (000) 000-0000
Copy to:
Bracewell & Xxxxxxxxx, L.L.P.
South Tower Pennzoil Place
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxx X. Xxxx, Esq.
Fax: (000) 000-0000
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or to such other address or facsimile number as the Person to whom notice is
given shall have previously furnished to the others in writing in the manner set
forth above.
SECTION 6.2 Interpretation. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "included," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."
SECTION 6.3 Severability. The provisions of this Agreement shall be deemed
severable and the in validity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof. If any
provision of this Agreement, or the application thereof to any person or entity
or any circumstance, is found to be invalid or unenforceable in any
jurisdiction, (a) a suitable and equitable provision shall be substituted
therefor, upon the agreement of all of the parties hereto, in order to carry
out, so far as may be valid and enforceable, the intent and purpose of such
invalid or unenforceable provision and (b) the remainder of this Agreement and
the application of such provision to other Persons or circumstances shall not be
affected by such invalidity or unenforceability, nor shall such invalidity or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.
SECTION 6.4 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute a single agreement.
SECTION 6.5 Entire Agreement; No Third Party Beneficiaries. This
Agreement, together with the Merger Agreement and the other agreements
contemplated hereby, (a) constitutes the entire agreement and supersedes all
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof; and (b) is not intended to confer
upon any Person other than the parties hereto any rights or remedies hereunder.
SECTION 6.6 Further Assurances. Each party shall execute, deliver,
acknowledge and file such other documents and take such further actions as may
be reasonably requested from time to time by the other party hereto to give
effect to and carry out the transactions contemplated herein.
SECTION 6.7 Governing Law; Equitable Remedies. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of law. The parties hereto agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties hereto shall be entitled to equitable
relief, including in the form of injunctions, in order to enforce specifically
the provisions of this Agreement, in addition to any other remedy to which they
are entitled at law or in equity.
SECTION 6.8 Amendments; Waivers. (a) No provision of this Agreement may be
amended or waived unless such amendment or waiver is in writing and signed, in
the case of an amendment, by the parties hereto, or in the case of a waiver, by
the party against whom the waiver is to be effective; provided that no such
amendment or waiver by the Company shall be effective without the approval of a
majority of the Independent Directors. Notwithstanding any provision herein to
the contrary, if a majority of the Independent Directors determines in good
faith to do so, such Independent Directors may seek to enforce, in the name and
on behalf of the Company, the terms of this Agreement against Xxxxxx Associates.
(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as waiver thereof nor shall any single or
partial exercise thereof preclude any other or further
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exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.
SECTION 6.9 Assignment. Except as set forth herein, neither this Agreement
nor any of the rights or obligations hereunder shall be assigned by either of
the parties hereto without the prior written consent of the other party, except
that either party may assign all its rights and obligations to the assignee of
all or substantially all of the assets of such party, provided that such party
shall in no event be released from its obligations hereunder without the prior
written consent of the other party. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns.
SECTION 6.10 Independence. Xxxxxx Associates agrees that it will not
undertake any formal business relationship with Kinder affecting or impacting
the utility operations of the Company, other than in connection with the
performance by Xx. Xxxxxx, the sole stockholder of Xxxxxx Associates, and Kinder
of their respective duties as officers and directors of the Company. In
furtherance thereof, Xxxxxx Associates agrees that when it acts as a shareholder
it will act solely in its individual capacity, it being understood that its
agreement to do so does not preclude it, except as provided in Articles II, III
and IV of this Agreement, from independently voting, selling or otherwise
transferring its Voting Securities the same way as any other holder of Voting
Securities or from independently taking any other action, or exercising any
other rights, as a holder of shares of Common Stock that coincides with action
taken, or the exercise of rights, by any other holder of shares of Common Stock.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered, all as of the date first set forth above.
K N ENERGY, INC.
By: /s/ XXXXXXX X. XXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman and Chief
Executive Officer
XXXXXX ASSOCIATES, INC.
By: /s/ XXXXXXX X. XXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
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ANNEX A
BOARD MEMBERS AFTER THE MERGER CLOSING
Xxxxxx Directors:
Xxxxxxx X. Xxxxxx (Class III)
Kinder Directors:
Xxxxxxx X. Xxxxxx (Class I)
Xxx X. Xxxxxxx (Class I)
Xxxxx Xxxxxxx (Class II)
Non-Stockholder Directors:
Xxxxxx X. Xxxxxx, Xx. (Class I)
Xxxxxxx X. Xxxx (Class I)
Xxxxxxx X. Xxxxxx (Class II)
H.A. True, III (Class II)
Xxxxxxx X. Xxxxx (Class III)
Xxxxxx Xxxxxxx, III (Class III)
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