ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of
December 31, 1996, between Teleo Ventures, Inc. ("Assignor"), and Domain Energy
Corporation ("Assignee").
W I T N E S S E T H
WHEREAS, El Paso Tennessee Pipeline Co. (formerly named Tenneco
Inc.) ("Tenneco"), El Paso Natural Gas Company ("El Paso"), and El Paso Merger
Company, an indirect, wholly-owned subsidiary of El Paso ("Merger Company"),
entered into that certain Amended and Restated Agreement and Plan of Merger
dated as of June 19, 1996 (as amended, supplemented or modified, if amended,
supplemented or modified, the "Merger Agreement"), providing for the merger (the
"Merger") of Merger Company with and into Tenneco, as a result of which Tenneco
would become an indirect, wholly-owned subsidiary of El Paso;
WHEREAS, Xxxxxxx X. Xxxxx ("Xx. Xxxxx"), President and Chief
Executive Officer of Tenneco Ventures Corporation, an indirect, wholly-owned
subsidiary of Tenneco ("Tenneco Ventures"), formed Assignor;
WHEREAS, the Merger was consummated on December 12, 1996;
WHEREAS, Assignor has entered into a Stock Purchase Agreement, dated
as of December 24, 1996 (as amended, if amended, the "Stock Purchase Agreement")
with El Paso pursuant to which Assignor will purchase from Tennessee Gas
Pipeline Company, an indirect wholly owned subsidiary of El Paso, all of the
outstanding capital stock of Tenneco Ventures and Tenneco Gas Production
Corporation;
WHEREAS, the Stock Purchase Agreement permits Assignor to assign the
Stock Purchase Agreement to any direct or indirect wholly-owned subsidiary, or
any affiliate of First Reserve Corporation ("FRC"), if (1) the representations
and warranties of the Assignor made therein are equally true of the assignee,
(2) such assignment does not have any adverse consequences to El Paso or any of
its affiliates (including, without limitation, any adverse tax consequences
or any adverse effect on the ability of the Assignor to consummate (or timely
consummate) the transactions contemplated thereby) and (3) such assignee
executes a counterpart of the Stock Purchase Agreement agreeing to be bound by
the provisions thereof as the "Buyer" thereunder and agreeing to be jointly and
severally liable with the Assignor and any other assignee for all of the
obligations of the Assignor thereunder; PROVIDED THAT no such assignment of the
Stock Purchase Agreement or any of the rights or obligations thereunder shall
relieve the Assignor of its obligations thereunder;
WHEREAS, Assignee has been formed at the direction of Xx. Xxxxx and
FRC;
WHEREAS, Assignor desires to assign and transfer to Assignee,
effective as of the date of this Agreement, all of Assignor's right, title and
interest in and to the Stock Purchase Agreement, together with all of Assignor's
duties, obligations and liabilities thereunder, and Assignee desires to accept
such assignment and transfer and to assume such duties, obligations and
liabilities;
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
ARTICLE I.
ASSIGNMENT AND ASSUMPTION;
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 1.1. ASSIGNMENT. Assignor hereby assigns and transfers to
Assignee, effective as of the date of this Agreement, all of Assignor's rights,
title and interest in, to and under the Stock Purchase Agreement, and all of its
duties, obligations and liabilities thereunder.
Section 1.2. ASSUMPTION. Assignee hereby (1) accepts the assignment
and transfer from Assignor to Assignee set forth in Section 1.1 hereof, (2)
assumes, accepts and agrees to be bound by all of the terms and conditions of
the Stock Purchase Agreement and (3) assumes, accepts and agrees to perform all
of the duties, obligations and liabilities of Assignor under the Stock Purchase
Agreement.
2
Section 1.3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ASSIGNEE.
Assignee hereby represents, warrants and covenants that:
(1) AFFILIATE OF FRC. Upon consummation of the transactions
contemplated by the Subscription Agreement dated December 31, 1996 between
Assignee and First Reserve Fund VII, Limited Partnership, Assignee will be an
affiliate of
FRC.
(2) STOCK PURCHASE AGREEMENT REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Assignor set forth in the Stock Purchase
Agreement are equally true of Assignee.
(3) EXECUTION OF STOCK PURCHASE AGREEMENT COUNTERPART. Assignee will
execute a counterpart of the Stock Purchase Agreement, in substantially the form
attached hereto as Exhibit A, agreeing to be bound by the provisions thereof as
the "Buyer" thereunder and agreeing to be liable for all of the obligations of
Assignor thereunder.
ARTICLE II.
MISCELLANEOUS
Section 2.1. NOTICES. All notices and other communications required
or permitted under this Agreement shall be in writing (including telecopy,
facsimile communication). Any such notice shall be deemed given upon its receipt
at the following address:
(1) if to Assignor, at:
Teleo Ventures, Inc.
Attn: Xx. Xxxxxxx X. Xxxxx
President and Chief Executive Officer
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
and
(2) if to Assignee, at:
Domain Energy Corporation
3
Attn: Xx. Xxxxxxx X. Xxxxx
President and Chief Executive Officer
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
with a copy in each case to:
Xxxxx X. Xxxx III, Esq.
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Any party may, by notice given in accordance with this Section 2.1 to the other
party, designate another address or person for receipt of notices hereunder.
Section 2.2. WAIVERS AND AMENDMENTS; NON-CONTRACTUAL REMEDIES;
PRESERVATION OF REMEDIES. This Agreement may be amended, superseded, cancelled,
renewed or extended, and the terms hereof may be waived, only by a written
instrument signed by all of the parties hereto or, in the case of a waiver, by
the party waiving compliance. No delay on the part of a party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any such right, power or privilege, or
any single or partial exercise of any such right, power or privilege, preclude
any further exercise thereof. The rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies that any party may
otherwise have at law or in equity.
Section 2.3. BINDING EFFECT; NO ASSIGNMENT; NO THIRD PARTY BENEFIT.
This Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns. Unless otherwise expressly
provided herein, no rights or obligations under this Agreement are assignable.
Nothing in this Agreement, whether express or implied, is intended to confer any
rights or remedies under or by reason of this Agreement on any person or entity
other than the parties to this Agreement and their respective successors and
permitted assigns.
4
Section 2.4. SEVERABILITY OF PROVISIONS. If any provision, or any
portion of any provision, of this Agreement shall be invalid or unenforceable,
or if the application of any provision or any portion thereof to any person or
entity or circumstances shall be held invalid or unenforceable, the remaining
portion of such provision, or such provision as it applies to other persons ot
entities or circumstances, and the remaining provisions, shall not be affected
thereby.
Section 2.5. REFERENCES AND TITLES. All references in this Agreement
to articles, sections, subsections and other subdivisions refer to corresponding
articles, sections, subsections and other subdivisions of this Agreement, unless
expressly provided otherwise. Titles appearing at the beginning of any of such
subdivisions are for convenience only and shall not constitute part of such
subdivision and shall be disregarded in construing the language contained in
such subdivision. The words "this Agreement," "herein," "hereby," "hereunder,"
and words of similar import refer to this Agreement as a whole and not to any
particular subdivision unless expressly so limited. Words in the singular form
shall be construed to include the plural and vice versa, unless the context
otherwise requires.
Section 2.6. SURVIVAL. All representations, warranties and covenants
of the parties hereto made herein or in any other document delivered pursuant
hereto shall survive the execution and delivery of this Agreement, except as
otherwise provided herein or therein.
Section 2.7. ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, written or oral, with respect to the
subject matter hereof.
5
[SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers hereunto duly authorized as of the date
first above written.
TELEO VENTURES, INC.
By:/S/XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx
President and Chief Executive
Officer
DOMAIN ENERGY CORPORATION
By:/S/XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx
President and Chief Executive
Officer
6
EXHIBIT A
[COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]
Domain Energy Corporation, a Delaware corporation ("Domain"), hereby
agrees to be bound as the "Buyer" hereunder by all of the provisions of the
Stock Purchase Agreement dated as of December 24, 1996 between Teleo Ventures,
Inc. ("Teleo"), and El Paso Natural Gas Company and hereby agrees to be for all
of the obligations of Teleo hereunder. Domain represents and warrants that (i)
it is an affiliate of First Reserve Corporation and (ii) the representations and
warranties of Teleo set forth in the Stock Purchase Agreement are equally true
of Domain.
DOMAIN ENERGY CORPORATION
By:/S/XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx
President and Chief Executive
Officer
The foregoing is accepted this 31st day of December, 1996, and Teleo
is hereby released from all obligations under the Stock Purchase Agreement.
EL PASO NATURAL GAS COMPANY
By:/S/XXXXX X. XXXXXX
H. Xxxxx Xxxxxx
Executive Vice President and CFO
Xxxxx X. Xxxxxx
Vice President and Treasurer
7
