EXCHANGE AGREEMENT
This Exchange Agreement (this "Agreement") is entered into as of July
24, 1995 among Tejas Gas Corporation, a Delaware corporation ("Tejas"),
Tejas-Acadian Holding Company, a Delaware corporation ("TAHC"), Acadian Gas
Corporation, a Nevada corporation ("Acadian"), and Xxxx X. Xxxxx, an individual
and a resident of Texas ("Employee").
W I T N E S S E T H:
WHEREAS, Acadian and Employee entered into that certain Acadian Gas
Corporation Executive Incentive Agreement dated March 13, 1991, as amended by a
letter agreement dated May 13, 1991 and as further amended on May 20, 1992 and
December 4, 1992 (the "Incentive Agreement"), which provides for the right of
Employee to purchase equity rights ("Equity Rights") in Acadian and options for
Employee to purchase additional equity rights ("Equity Rights Options") in
Acadian upon the terms set forth therein; and
WHEREAS, Tejas, TAHC and Acadian desire to acquire the Equity Rights
and Employee has agreed to transfer the Equity Rights to TAHC in exchange for
3,964 shares (the "Tejas Shares") of common stock, par value $.25 per share, of
Tejas ("Tejas Common Stock"), upon the terms and subject to the conditions
hereinafter set forth (the "Exchange").
NOW, THEREFORE, in consideration of the premises and of the respective
representations, warranties, covenants, agreements and conditions contained
herein, the parties hereto hereby agree as follows:
ARTICLE I.
EXCHANGE
1.1 TRANSFER OF EQUITY RIGHTS AND TRANSFER OF TEJAS SHARES. Upon the
terms and subject to the conditions of this Agreement, Employee shall transfer,
convey and deliver to TAHC all of the Equity Rights and, in exchange therefor,
Tejas shall issue, sell and deliver to Employee the Tejas Shares (being the
3,964 shares of Tejas Common Stock referred to above in the preamble). To
further evidence the transfer of the Equity Rights, Employee and TAHC shall
execute and deliver the Assignment of Equity Rights in the form of EXHIBIT A
hereto. Acadian shall record in the stock record books the transfer to TAHC, and
the ownership by TAHC, of the Equity Rights.
1.2 CLOSING. The closing of the Exchange (the "Closing") will take
place at 11:00 a.m. on a date to be specified by Tejas and Employee, which shall
be no later than the fifth business day after satisfaction of the latest to
occur of the conditions set forth in Sections 4.1(a), 4.2(a) and 4.3 (provided
that the other closing conditions set forth in Article IV have been met or
waived as provided in Article IV at or prior to the Closing) (the "Closing
Date"), at the offices of Tejas, 0000 XxXxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000,
unless another date or place is agreed to in writing by Tejas and Employee.
1.3 ADJUSTMENT TO TEJAS SHARES. From and after the date of this
Agreement and to and including the Closing Date, in the event that Tejas shall
declare any dividend or other distribution upon its outstanding capital stock
payable in Tejas Common Stock or shall subdivide or reclassify its outstanding
shares of Tejas Common Stock into a greater number of shares, then the number of
Tejas Shares shall be increased in proportion to the increase as a result of
such dividend, distribution, subdivision or reclassification. From and after the
date of this Agreement and to and including the Closing Date, in the event that
Tejas shall combine or reclassify its outstanding shares of Tejas Common Stock
into a smaller number of shares, then the number of Tejas Shares shall be
decreased in proportion to the decrease as a result of such combination or
reclassification. The number of Tejas Shares to be received by Employee in the
Exchange is not subject to adjustment for changes in the price of Tejas Common
Stock or the payment by Tejas of cash dividends in respect of Tejas Common
Stock.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF EMPLOYEE. Employee hereby
represents and warrants to Tejas, TAHC and Acadian that:
(a) AUTHORITY. Employee has all right, power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered and constitutes the valid and
binding obligation of Employee enforceable against him in accordance with its
terms, except as the enforceability hereof may be limited by (i) bankruptcy,
insolvency or other laws relating to or affecting generally creditors' rights
and (ii) general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).
(b) TITLE TO EQUITY RIGHTS. Employee owns beneficially and of record,
and (subject to Acadian's right to consent to the transfer thereof) has full
legal right and power and all authorization required by law to convey free and
clear of all liens, encumbrances, restrictions and claims of every kind, all of
the Equity Rights and, upon delivery of and payment for the Equity Rights as
herein provided, TAHC will acquire good and valid title to all of the Equity
Rights free and clear of all liens, encumbrances, restrictions, equities and
claims of every kind. For purposes of this Agreement, Equity Rights shall
include all Equity Rights owned or held directly or indirectly by Employee,
including any and all interest or right in or relating to Acadian that Employee
has purchased or otherwise acquired or as to which Employee has any right or
claim pursuant to the Incentive Agreement, other than the Equity Rights Options.
(c) TEJAS DOCUMENTS; QUESTIONS. Employee has received and has had an
opportunity to review and ask questions concerning the Tejas SEC Documents (as
hereinafter defined), this Agreement and the transactions contemplated hereby
and all such questions have been answered to his full satisfaction.
(d) FULL DISCLOSURE. Employee has disclosed to Tejas, TAHC and Acadian
every fact, the disclosure of which to Tejas, TAHC and Acadian, to Employee's
knowledge and belief upon due inquiry, is necessary in order to prevent any
certificate, representation or warranty of Employee expressed or provided for in
this Agreement from being misleading or in order to prevent Tejas', TAHC's and
Acadian's decisions, determinations or investigations made in connection with
this Agreement from being made on the basis of less than full information.
(e) KNOWLEDGEABLE INVESTOR STATUS. (i) Employee has such knowledge,
skill and experience in business, financial and investment matters so that he is
capable of evaluating the merits and risk of an investment in the Tejas Shares
and is able to bear the economic risk of such investment. To the extent
necessary, Employee has retained, at his own expense, and relied upon,
appropriate professional advice regarding the investment, tax and legal merits
and consequences of this Agreement, the Exchange and owning the Tejas Shares.
(ii) The decision to enter into this Agreement was made by
Employee who has had an opportunity to meet with representatives of Tejas, TAHC
and Acadian and has had access to all information he considers necessary
regarding the Tejas Shares, Tejas, the Equity Rights, TAHC, Acadian and the
Exchange; and that any resale or disposition of Tejas Shares will be made only
in compliance with the procedures set out in Section 3.2 of this Agreement.
(iii) Employee agrees to furnish any additional information
requested to assure compliance with the applicable United States federal and
state securities laws in connection with the purchase and sale of Tejas Shares.
(f) INVESTMENT INTENT. Employee is acquiring the Tejas Shares for
investment, solely for his own account and not with a view to, or for sale in
connection with, the distribution thereof. Neither Employee nor any agent acting
for Employee has taken any action which would subject the issuance and sale of
the Tejas Shares to the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"). Employee is not a party to any contract,
undertaking, agreement or arrangement to sell, transfer or grant a participation
in the Tejas Shares to any third person.
(g) SHARES UNREGISTERED. Employee understands, acknowledges and agrees
that (i) the offer and sale of the Tejas Shares have not been registered under
the Securities Act, (ii) the Tejas Shares are "restricted securities" pursuant
to Rule 144 promulgated under the Securities Act (which rule imposes, among
other things, a two-year holding period on restricted securities before they may
be sold pursuant to such rule), (iii) the Tejas Shares must be held indefinitely
and Employee must continue to bear the economic risk of the investment in the
Tejas Shares unless the offer and sale of such Tejas Shares is subsequently
registered under the Securities Act and all applicable state securities laws, or
an exemption from such registration is available as further described under
Section 3.2(a) hereof, (iv) Tejas has made no covenant (and has no obligation to
Employee) to register the Tejas Shares under the Securities Act, and (v) a
restrictive legend in the form set forth in Section 3.2(d) hereof shall be
placed on the certificates evidencing the Tejas Shares.
2.2 REPRESENTATIONS AND WARRANTIES OF TEJAS, TAHC AND ACADIAN.
Tejas, TAHC and Acadian hereby represent and warrant to Employee:
(a) ORGANIZATION, STANDING AND POWER. Each of Tejas, TAHC and Acadian
is a corporation duly organized, validly existing and in good standing under the
laws of its respective jurisdiction of organization and has all requisite
corporate power and authority to own, lease and operate its properties and to
carry on its business now being conducted.
(b) AUTHORITY. Each of Tejas, TAHC and Acadian has all requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized and approved by all necessary corporate action on the part
of each of Tejas, TAHC and Acadian. This Agreement has been duly executed and
delivered and constitutes the valid and binding obligation of each of Tejas,
TAHC and Acadian enforceable against each of them in accordance with its terms,
except as the enforceability hereof may be limited by (i) bankruptcy, insolvency
or other laws relating to or affecting generally creditors' rights and (ii)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(c) SEC DOCUMENTS. Tejas has made available to Employee copies of the
following documents filed by Tejas with the Securities and Exchange Commission
(the "Tejas SEC Documents"): Annual Report on Form 10-K for the year ended
December 31, 1994; Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1995; Current Report on Form 8-K dated January 20, 1995; and
Registration Statement on Form 8-A dated December 2, 1992 and the amendments
thereto on Forms 8-A/A dated September 16, 1993 and March 17, 1994.
(d) ISSUANCE. The issuance, sale and delivery of the Tejas Shares has
been duly authorized by all requisite corporate action on the part of Tejas, and
when issued, sold and delivered in accordance with the terms and conditions set
forth in this Agreement, the Tejas Shares will be validly issued and
outstanding, fully paid and nonassessable.
ARTICLE III.
ADDITIONAL AGREEMENTS
3.1 INCENTIVE AGREEMENT
(a) ACADIAN CONSENT TO ASSIGNMENT; WAIVER OF PURCHASE RIGHT.
In accordance with Section 9 of the Incentive Agreement, Acadian hereby (i)
consents to the transfer to TAHC of the Equity Rights (and any further transfer
of the Equity Rights that TAHC or any of its affiliates may thereafter make),
and (ii) waives all rights to purchase the Equity Rights from Employee (and from
TAHC or any of its affiliates that may subsequently transfer the Equity Rights).
3.2 RESTRICTIONS CONCERNING RESALE OF TEJAS SHARES ISSUED IN
EXCHANGE.
(a) SALES BY EMPLOYEE. Employee shall not sell, assign or
transfer any of the shares of Tejas Common Stock received by it in the Exchange
except (i) pursuant to an effective registration statement under the Securities
Act, (ii) in conformity with the volume, holding period and otherlimitations of
Rule 144 promulgated under the Securities Act, or (iii) in a transaction which,
in the opinion of independent counsel satisfactory to Tejas or as described in a
"no-action" or interpretive letter from the staff of the Securities and Exchange
Commission, is not required to be registered under the Securities Act. In the
event of a sale or other disposition pursuant to Rule 144, Employee shall supply
Tejas with evidence of compliance with such Rule in the form of a letter
satisfactory to Tejas.
(b) RULE 144. It has been the past practice of Tejas to timely
file reports required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), but Tejas shall have no obligation to Employee to continue such
practice or to maintain its status as a public company or any registration of
the Tejas Common Stock.
(c) RESALE THROUGH LICENSED BROKER-DEALERS. All sales of the
Tejas Shares made by Employee shall be made only throughlicensed broker-dealers,
unless Tejas shall consent in writing to sales by other means.
(d) RESTRICTIVE LEGEND. Certificates evidencing the shares of
Tejas Common Stock issued to Employee in the Exchange shall bear a restrictive
legend as follows:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES STATUTE. THESE SHARES MAY NOT
BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
SATISFACTORY TO TEJAS GAS CORPORATION TO THE EFFECT THAT SUCH
REGISTRATION AND COMPLIANCE ARE NOT REQUIRED BECAUSE SUCH
TRANSACTION IS EXEMPT.
3.3 ADDITIONAL AGREEMENTS. Each of Tejas, TAHC, Acadian and Employee
covenants and agrees that it will use its best efforts to obtain the
satisfaction of the conditions to Closing applicable to it as set forth in
Article IV. Subject to the terms and conditions of this Agreement, each of
Tejas, TAHC, Acadian and Employee further agrees to use its best efforts to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement,
including cooperating fully with the other parties, including by provision of
information and making of all necessary filings in connection with the Exchange.
In case at any time after the Closing Date any further action is necessary or
desirable to carry out the purposes of this Agreement or to vest TAHC with full
title to the Equity Rights, Employee and the proper officers and directors of
each of Tejas, TAHC and Acadian shall take all such action which may be
necessary, appropriate or desirable to carry out such purposes or to vest TAHC
with full title to the Equity Rights. Employee agrees to take any further
actions, and to execute and deliver any further documents, reasonably requested
by Tejas, TAHC or Acadian to (i) assure Tejas, TAHC and Acadian of the
enforceability of the rights of Tejas, TAHC and Acadian and the obligations of
Employee under this Agreement, including without limitation assurances of the
truth of any representation or warranty of Employee contained in this Agreement
and (ii) enable Tejas, TAHC and Acadian to enforce such rights and obligations.
ARTICLE IV.
CONDITIONS
4.1 CONDITIONS TO THE OBLIGATIONS OF TEJAS, TAHC AND ACADIAN. The
obligations of Tejas, TAHC and Acadian to proceed with the Closing contemplated
hereby are subject to the satisfaction on or before the Closing Date of all of
the following conditions, any one or more of which may be waived, in whole or in
part, by Tejas, TAHC and Acadian:
(a) COMPLIANCE. Employee shall have complied on or before the Closing
Date in all material respects with each of his covenants and agreements
contained in this Agreement to be performed on or before the Closing Date. The
representations and warranties made by Employee in this Agreement shall be true
and correct in all material respects as of the date of this Agreement and as of
the Closing Date with the same effect as though made on the Closing Date, except
as otherwise contemplated by this Agreement.
4.2 CONDITIONS TO THE OBLIGATIONS OF EMPLOYEE. The obligations of
Employee to proceed with the Closing contemplated hereby are subject to the
satisfaction on or before the Closing Date of all of the following conditions,
any one or more of which may be waived, in whole or in part, by Employee:
(a) COMPLIANCE. Each of Tejas, TAHC and Acadian shall have complied on
or before the Closing Date in all material respects with each of its covenants
and agreements contained in this Agreement to be performed by it on or before
the Closing Date. The representations and warranties made by Tejas, TAHC and
Acadian in this Agreement shall be true and correct in all material respects as
of the date of this Agreement and as of the Closing Date with the same effect as
though made on the Closing Date, except as otherwise contemplated by this
Agreement.
4.3 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE EXCHANGE. The
respective obligation of each party to effect the Exchange shall be subject to
the satisfaction prior to the Closing Date of the following conditions:
(a) NYSE LISTING. The shares of Tejas Common Stock issuable to Employee
pursuant to this Agreement shall have been authorized for listing on the New
York Stock Exchange upon official notice of issuance.
(b) OTHER APPROVALS. All authorizations, consents, orders or approvals
of, or declarations or filings with, or expirations of waiting periods imposed
by, any governmental entity in connection with the Exchange, the failure to
obtain which would have a material adverse effect on Tejas, TAHC, Acadian or
Employee shall have been filed, occurred or been obtained. Tejas shall have
received all state securities or "Blue Sky" permits and other authorizations
necessary to issue the Tejas Shares in exchange for the Equity Rights.
(c) NO INJUNCTIONS OR RESTRAINTS. No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing the
consummation of the Exchange shall be in effect.
4.4 WAIVER ON CLOSING. Upon the completion of the Closing, each party
hereto shall be deemed to have conclusively waived any condition to its
obligations under this Agreement.
ARTICLE V.
EXTENT AND SURVIVAL OF REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS
5.1 EFFECT OF BREACH OF REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS BY EMPLOYEE. Employee hereby agrees to reimburse Tejas, TAHC and
Acadian for, and hold Tejas, TAHC and Acadian harmless from, any loss, damage
(excluding consequential damages), expense (including reasonable attorneys'
fees) or liability sustained by Tejas, TAHC or Acadian arising out of or
resulting from any breach of any of the representations, warranties, covenants
or agreements made by Employee herein.
5.2 EFFECT OF BREACH OF REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS BY TEJAS, TAHC OR ACADIAN. Tejas, TAHC and Acadian hereby agree to
reimburse Employee for, and hold Employee harmless from, any loss, damage
(excluding consequential damages), expense (including reasonable attorneys'
fees) or liability sustained by Employee arising out of or resulting from any
breach of any of the representations, warranties, covenants or agreements made
by Tejas, TAHC and Acadian herein.
5.3 SURVIVAL. The representations, warranties, covenants and agreements
set forth in this Agreement and in any certificate or instrument delivered in
connection herewith shall survive the Closing Date and shall terminate upon
expiration of the applicable statute of limitations (or any extension or waiver
thereof).
5.4 TAX BENEFITS; INSURANCE PROCEEDS. In determining the amount of any
loss, liability or expense for which any party is entitled to reimbursement
under this Article V, the gross amount thereof will be reduced by any
correlative tax benefit or insurance proceeds realized or to be realized by such
party, and such correlative insurance benefit shall be net of any insurance
premium which becomes due as a result of such claim.
ARTICLE VI.
MISCELLANEOUS
6.1 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed given if mailed by registered or certified mail,
return receipt requested, to the parties at the following addresses:
(a) If to Tejas, TAHC or Acadian, to:
Tejas Gas Corporation
0000 XxXxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxxx
Executive Vice President
(b) If to Employee, to:
c/o Acadian Gas Corporation
0000 XxXxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
6.2 CERTAIN EXPENSES AND COSTS. Except as otherwise expressly provided
in this Agreement, each of the parties hereto shall assume and bear all
expenses, costs and fees incurred or assumed by such party in the preparation
and execution of this Agreement and in compliance with and performance of the
agreements and covenants contained in this Agreement, regardless whether the
transactions contemplated hereby shall be consummated. Notwithstanding the
foregoing and in addition to any rights that may otherwise accrue to a party if
the transactions contemplated by this Agreement are not consummated as a result
of the breach by a party of the representations, warranties, covenants or
agreements contained herein, the breaching party shall assume and bear all
expenses, costs and fees incurred or assumed by the nonbreaching party.
6.3 CHOICE OF LAW. This Agreement shall be governed by and interpreted
and enforced in accordance with the laws of the State of Texas without regard to
the choice of law principles thereof.
6.4 AMENDMENT. This Agreement may be amended by the parties hereto.
This Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.
6.5 CAPTIONS. The captions used in this Agreement are for convenience
of reference only and will not be construed to define any portion of this
Agreement.
6.6 EXTENSION; WAIVER. At any time prior to the Closing Date, the
parties hereto, may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other party hereto,
(ii) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto and (iii) waive compliance
with any of the agreements or conditions contained herein. Any agreement on the
part of a party hereto to any such extension or waiver shall be valid only if
set forth in a written instrument signed on behalf of such party.
6.7 COUNTERPARTS. This Agreement may be executed in counterparts, all
of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by the parties and delivered to
each other, it being understood that the parties need not sign the same
counterpart.
6.8 ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES; RIGHTS OF
OWNERSHIP. This Agreement 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 is not intended to confer upon
any person other than the parties hereto any rights or remedies hereunder.
6.9 SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law. Any provision of this Agreement that is invalid or unenforceable
in any jurisdiction shall be ineffective only to the extent of such invalidity
or unenforceability without invalidating or rendering unenforceable the
remaining provisions hereof, and any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
6.10 ASSIGNMENTS. No party hereto shall assign this Agreement or any
part hereof without the prior written consent of the other parties. Any
attempted assignment without such consent shall be null and void. Except as
otherwise provided herein, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. Nothing in this Agreement shall entitle any person other than Employee,
Tejas, TAHC or Acadian, or their respective successors and assigns permitted
hereby, to any claim, cause of action, remedy or right of any kind.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
TEJAS GAS CORPORATION
By: /s/ XXXXX X. XXXXXX
-------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
TEJAS-ACADIAN HOLDING COMPANY
By: /s/ XXXXX X. XXXXXX
-------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
ACADIAN GAS CORPORATION
By: /s/ XXXXX X. XXXXXX
------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
EMPLOYEE
Xxxx X. Xxxxx
/s/ XXXX X. XXXXX
-------------------------------
EXHIBIT A
ASSIGNMENT OF EQUITY RIGHTS
---------------
ACADIAN GAS CORPORATION
---------------
WHEREAS, Acadian Gas Corporation, a Nevada corporation ("Acadian"), and
Xxxx X. Xxxxx, an individual and a resident of Texas ("Assignor"), entered into
that certain Acadian Gas Corporation Executive Incentive Agreement dated March
13, 1991, as amended by a letter agreement dated May 13, 1991 and as further
amended on May 20, 1992 and December 4, 1992, which provides for the right of
Assignor to purchase equity rights ("Equity Rights") in Acadian upon the terms
set forth therein; and
WHEREAS, Tejas Gas Corporation, a Delaware corporation ("Tejas"),
Tejas-Acadian Holding Company, a Delaware corporation ("Assignee"), Acadian and
Assignor entered into that certain Exchange Agreement dated July 24, 1995 (the
"Exchange Agreement") pursuant to which Assignor agreed to transfer, sell and
deliver all of the Equity Rights (as more fully described in Section 2.1(b) of
the Exchange Agreement), to Assignee, who desires to acquire and receive all of
the Equity Rights; and
WHEREAS, pursuant to the Exchange Agreement, Acadian has consented to
such assignment;
NOW, THEREFORE, Assignor, for and in consideration of the premises, the
receipt of the Shares (as defined in the Exchange Agreement) from Tejas, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, hereby transfers, sells, delivers and assigns unto
Assignee, its successors and assigns, all of the Equity Rights.
This Assignment of Equity Rights is made by Assignor and accepted by
Assignee pursuant to the terms and provisions of the Exchange Agreement.
Assignor and Assignee agree to promptly execute and deliver, one to the other,
any corrective assignments, certificates and other legal documents or
notifications reasonably requested by the other party to give effect to the
intent hereof.
This Assignment of Equity Rights shall be binding upon and inure to the
benefit of Assignor and Assignee, their successors and assigns and shall be
subject to and interpreted under the laws of the State of Texas.
IN WITNESS WHEREOF, this instrument is executed this ___ day of
____________, 1995.
ASSIGNOR: ASSIGNEE:
XXXX X. XXXXX XXXXX-ACADIAN HOLDING COMPANY
____________________________ By: _______________________________
Name:_______________________________
Title:_______________________________
