STOCK TRANSFER AGREEMENT
This Stock Transfer Agreement (hereinafter called this "Agreement") is
executed as of this 13th day of May, 1999 by and between Aquila Energy
Corporation, a Delaware corporation ("Aquila"), and AEC Acquisitions, Inc., a
Delaware corporation and a wholly-owned subsidiary of Aquila ("Sub").
WHEREAS, Aquila owns 24,000,000 shares (the "Shares") of common stock, par
value $.01 per share, of Aquila Gas Pipeline Corporation ("Company");
WHEREAS, Aquila desires to transfer the Shares to Sub and Sub desires to
accept the transfer of such Shares;
NOW, THEREFORE, in consideration of the representations, warranties and
agreements herein contained, and subject to the terms and conditions herein
contained, and for other good and valuable consideration, the parties hereto
agree as follows:
1. Aquila shall deliver any and all certificates representing the Shares to
Sub, and as to each certificate, shall execute a stock power in the name of Sub
or shall otherwise properly endorse such certificates to Sub. Aquila shall
further cause the Shares to be transferred on the books of the Company from its
name to the name of Sub.
2. Sub shall not (a) offer to sell, pledge or otherwise dispose of or
transfer (except by operation of law in a merger or business combination of
Company with or into any other entity or entities, including the merger of Sub
with and into Company) any interest in or encumber with any lien, claims,
security interests or other encumbrances any of the Shares or (b) deposit the
Shares into a voting trust, enter into a voting agreement or arrangement with
respect to the Shares or grant any proxy or power of attorney with respect to
the Shares.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the date first above written.
AQUILA ENERGY CORPORATION
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Authorized Representative
AEC ACQUISITIONS, INC.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President
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