EXHIBIT 2.2
[EXECUTION COPY]
PURCHASE AGREEMENT
PURCHASE AGREEMENT (this "Agreement"), dated as of July 29, 1999, by and
between AGL Gas Marketing, Inc. (f/k/a AGL Energy Services, Inc.) (the
"Seller"), Sonat Energy Services Company (the "Purchaser"), AGL Resources Inc.
("AGL"), Sonat Marketing Company ("SMC"), and Sonat Inc. ("Sonat").
INTRODUCTION
The Seller holds a limited partner interest in Sonat Marketing Company
L.P., a Delaware limited partnership (the "Partnership"), pursuant to the
Limited Partnership Agreement, dated as of August 31, 1995 (as supplemented and
amended, the "Partnership Agreement ") between the Seller and SMC. Capitalized
terms not otherwise defined herein shall have the respective meanings set forth
in the Partnership Agreement.
The Seller proposes to (i) sell, assign and transfer its Partnership
Interest to the Purchaser in accordance with the terms and subject to the
conditions set forth in this Agreement and (ii) withdraw from the Partnership as
a Limited Partner.
The Purchaser proposes to (i) purchase, acquire and accept the Seller's
Partnership Interest in accordance with the terms and subject to the conditions
of this Agreement, and (ii) be admitted to the Partnership as a substituted
Limited Partner.
NOW, THEREFORE, in consideration of the premises and agreements contained
herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings:
"AGL" shall have the meaning set forth in the first paragraph of this
Agreement.
"Ancillary Agreements" shall mean the other agreements, documents and
instruments to be executed and delivered by the Purchaser and the Seller or
each of such
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parties, as the case may be, pursuant hereto, including the Assignment of
Limited Partner Interest of the Seller.
"Assignment of Limited Partner Interest" shall mean an assignment
agreement, substantially in the form of Exhibit A hereto, providing for the
transfer of the Seller's Interest by the Seller to the Purchaser.
"Claim" shall mean any security interests, liens, pledges, claims,
charges, escrows, encumbrances, options, rights of first refusal,
mortgages, indentures, security agreements or other similar agreements,
arrangements, contracts, commitments, understandings or obligations,
whether written or oral, and whether or not relating in any way to credit
or the borrowing of money.
"Closing" shall have the meaning set forth in Section 2.3 hereof.
"Closing Date" shall have the meaning set forth in Section 2.3 hereof.
"HSR Act" shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act
of 1976, as amended.
"Partnership" shall have the meaning set forth in the first paragraph
of the Introduction to this Agreement.
"Partnership Agreement" shall have the meaning set forth in the first
paragraph of the Introduction to this Agreement.
"Person" includes any individual, partnership (whether general or
limited), corporation, joint venture, trust, estate, unincorporated
organization, incorporated association, proprietorship, association or
nominee, government or any agency or political subdivision thereof or any
other entity.
"Purchaser" shall have the meaning set forth in the first paragraph of
this Agreement.
"Purchase Price" shall have the meaning set forth in Section 2.2
hereof.
"Seller" shall have the meaning set forth in the first paragraph of
this Agreement.
"Seller's Interest" shall mean the Partnership Interest held by
Seller.
"SMC" shall have the meaning set forth in the first paragraph of this
Agreement.
"Sonat" shall have the meaning set forth in the first paragraph of
this Agreement.
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"Supplementary Agreement" shall mean the Supplementary Agreement, in
substantially the form of Exhibit B to this Agreement, among the
Partnership, SMC, Sonat, AGL, and the Seller.
ARTICLE II
SALE AND PURCHASE
SECTION 2.1. Sale and Purchase. Upon the terms and subject to the
conditions set forth in this Agreement, on the Closing Date, the Seller shall
sell, assign, transfer and convey to the Purchaser, and the Purchaser shall
purchase, acquire and accept from the Seller, the Seller's Interest, free and
clear of any Claims (other than Claims created by or through the Purchaser and
Claims of SMC, Sonat and their Affiliates under the Partnership Agreement or the
Parent Agreement).
SECTION 2.2. Purchase Price. The purchase price for the Seller's Interest
shall be an amount equal to the sum of (i) $40,000,000 plus (ii) simple
interest, if any, on $40,000,000 calculated at the average of the interest rate
reported as the Prime Rate in the Wall Street Journal for the period, if any,
beginning on, but excluding, the 90th day following the execution of this
Agreement, and ending on, and including, the Closing Date (the "Purchase
Price"). The parties hereto acknowledge and agree that the Purchase Price shall
constitute payment in full for the Seller's Interest and all rights related
thereto, including all amounts otherwise payable to the Seller with respect to
the Seller's Interest for any and all periods up to and through the Closing
Date; provided, however, that notwithstanding anything herein to the contrary
the Seller shall be entitled to distributions pursuant to Section 6.4(a) of the
Partnership Agreement with respect to taxes for all periods ending on or prior
to June 30, 1999, and provided further, that nothing herein or in the Ancillary
Agreements shall be deemed to abrogate the rights of the Seller, the Related
Persons of the Seller, any past, present or future Committee Members of the
Seller and any Released Persons of the Seller that are set forth in and
protected by Section 14.12 or Article 11 of the Partnership Agreement, and such
rights shall survive the transfer by the Seller of the Seller's Interest.
SECTION 2.3. The Closing.
(a) Upon the terms and subject to the conditions of this Agreement,
the sale and purchase of the Seller's Interest contemplated hereby shall take
place at a closing (the "Closing") at 11:00 a.m., United States Eastern time, on
the second Business Day following the satisfaction or waiver (if permissible) of
the conditions to Closing set forth in Article V hereof, or at such other place
or such other time or on such other date as the parties may mutually agree in
writing (the day on which the Closing takes place being the "Closing Date").
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(b) At the Closing, each of the Seller and AGL, as the case may be,
shall deliver or cause to be delivered to the Purchaser:
(i) a duly executed counterpart of the Assignment of Limited Partner
Interest and such other instruments of transfer as may be reasonably
necessary or appropriate to evidence the transfer of the Seller's Interest
to the Purchaser;
(ii) the certificate and other documents required to be delivered by
each of the Seller and AGL, pursuant to Section 5.2 hereof; and
(iii) a receipt for the Purchase Price paid to the Seller.
(c) At the Closing, each of the Purchaser, SMC and Sonat, as the case
may be, shall deliver or cause to be delivered:
(i) the Purchase Price in immediately available funds to a bank
account specified by the Seller prior to the Closing Date;
(ii) a duly executed counterpart of the Assignment of Limited Partner
Interest and such other instruments of transfer as may be reasonably
necessary or appropriate to evidence the transfer of the Seller's Interest
to the Purchaser; and
(iii) the certificate and other documents required to be delivered by
each of the Purchaser, SMC and Sonat pursuant to Section 5.3 hereof.
SECTION 2.4. Withdrawal of Seller; Effect.
(a) On the Closing Date, the Seller shall withdraw as a Limited Partner in
the Partnership upon the sale, assignment, transfer and purchase of the Seller's
Interest under Section 2.1 hereof.
(b) Upon such withdrawal, the Seller shall no longer have any rights or
obligations as a Partner; provided, however, that notwithstanding anything
herein to the contrary the Seller shall be entitled to distributions pursuant to
Section 6.4(a) of the Partnership Agreement with respect to taxes for all
periods ending on or prior to June 30, 1999, and provided further, that nothing
herein or in the Ancillary Agreements shall be deemed to abrogate the rights of
the Seller, the Related Persons of the Seller, any past, present or future
Committee Members of the Seller and any Released Persons of the Seller that are
set forth in and protected by Section 14.12 or Article 11 of the Partnership
Agreement, and such rights shall survive the transfer by the Seller of the
Seller's Interest.
SECTION 2.5. Transfer as Purchase and Sale. Each of the parties to
this Agreement hereby agrees to treat the Transfer of the Seller's Interest to
the Purchaser as contemplated in this
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Agreement as a purchase and sale under Sections 741 and 1001 of the Code and not
as a retirement under Section 736 of the Code.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE SELLER AND AGL
The Seller and AGL each represents and warrants to each of the Purchaser,
SMC and Sonat as follows:
SECTION 3.1. Existence and Power. Each of the Seller and AGL is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation and has all requisite corporate power
and authority to execute, deliver and perform this Agreement and the Ancillary
Agreements to which it is a party, to carry out its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby and thereby.
SECTION 3.2. Authority; Validity. Each of the Seller and AGL has all
requisite corporate power and authority to execute, deliver and perform this
Agreement and the Ancillary Agreements to which it is a party. The execution and
delivery of this Agreement by the Seller and AGL, and of the Ancillary
Agreements to which each is a party, the performance by each of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by all requisite corporate action
on the part of the Seller and AGL, as the case may be. This Agreement has been
duly executed and delivered by the Seller and AGL, and upon execution the
Ancillary Agreements to which each is a party will be duly executed and
delivered by the Seller and AGL, as the case may be, and (assuming due
authorization, execution and delivery by the Purchaser, SMC and Sonat) this
Agreement constitutes, and upon execution, each of the Ancillary Agreements to
which each is a party will constitute, a legal, valid and binding obligation of
the Seller and AGL, as the case may be, enforceable against the Seller and AGL,
as the case may be, in accordance with its terms.
SECTION 3.3. No Conflicts; Consents. The execution, delivery and
performance by each of the Seller and AGL of this Agreement and the Ancillary
Agreements to which it is a party and the consummation of the transactions
contemplated hereby and thereby do not and will not (i) violate, conflict with
or result in a breach of any provision of the articles or certificate of
incorporation or by-laws of the Seller or AGL or their subsidiaries, (ii)
conflict with or result in a default (or give rise to any right of termination,
cancellation or acceleration) under any of the terms, conditions or provisions
of any note, bond, lease, mortgage, indenture, permit, agreement or other
instrument or obligation to which the Seller or AGL or their subsidiaries is a
party, or by which the Seller or AGL or their subsidiaries or any of their
properties or assets may be bound or affected, (iii) conflict with or violate
any statute, ordinance, law, rule, regulation or governmental order applicable
to the Seller or AGL or their subsidiaries or their properties or assets, or
(iv) result in the creation or imposition of any Claim upon any property or
assets used or held by
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the Seller or AGL or their subsidiaries. Except as required under the HSR Act,
no waiver, consent or approval by, any notification or filing with, or any other
action by, any Person is required in connection with the execution, delivery and
performance by the Seller or AGL or their subsidiaries of this Agreement or any
of the Ancillary Documents to which it is a party or the consummation of the
transactions contemplated hereby or thereby.
SECTION 3.4. Ownership Interest. The Seller owns the Seller's Interest free
and clear of all Claims (other than Claims created by or through the Purchaser
and Claims of SMC, Sonat and their Affiliates under the Partnership Agreement or
the Parent Agreement).
SECTION 3.5. Transfer of Interest. Upon consummation of the transactions
contemplated by this Agreement, the Seller will transfer good and marketable
title to the Seller's Interest to the Purchaser, free and clear of all Claims
(other than Claims created by or through the Purchaser and Claims of SMC, Sonat
and their Affiliates under the Partnership Agreement or the Parent Agreement).
SECTION 3.6. Committee Members. As of the date of this Agreement, Xxxxxxx
X. Xxxxxxxx and Xxxxxxx X. Xxxxx are the only Persons appointed by the Seller to
the Management Committee.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER, SPM AND SONAT
Each of the Purchaser, SMC and Sonat represents and warrants to each of the
Seller and AGL as follows:
SECTION 4.1. Existence and Power. Each of the Purchaser, SMC and Sonat is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation and has all requisite corporate power
and authority to execute, deliver and perform this Agreement and the Ancillary
Agreements to which it is a party, to carry out its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby and thereby.
SECTION 4.2. Authority; Validity. Each of the Purchaser, SMC and Sonat has
all requisite corporate power and authority to execute, deliver and perform this
Agreement and the Ancillary Agreements to which it is a party. The execution and
delivery of this Agreement by the Purchaser, SMC and Sonat, and of the Ancillary
Agreements to which each is a party, the performance by each of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by all requisite corporate action
on the part of the Purchaser, SMC and Sonat, as the case may be. This Agreement
has been duly executed and delivered by the Purchaser, SMC and Sonat, and upon
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execution the Ancillary Agreements to which each is a party will be duly
executed and delivered by the Purchaser, SMC and Sonat, as the case may be, and
(assuming due authorization, execution and delivery by the Seller and AGL) this
Agreement constitutes, and upon execution the Ancillary Agreements to which each
is a party will constitute, a legal, valid and binding obligation of the
Purchaser, SMC and Sonat, as the case may be, enforceable against the Purchaser,
SMC and Sonat, as the case may be, in accordance with its terms.
SECTION 4.3. No Conflicts; Consents. The execution, delivery and
performance by the Purchaser, SMC and Sonat of this Agreement and the Ancillary
Agreements to which each is a party and the consummation of the transactions
contemplated hereby and thereby do not and will not (i) violate, conflict with
or result in a breach of any provision of the articles or certificate of
incorporation or by-laws of the Purchaser, SMC or Sonat, (ii) conflict with or
result in a default (or give rise to any right of termination, cancellation or
acceleration) under any of the terms, conditions or provisions of any note,
bond, lease, mortgage, indenture, permit, agreement or other instrument or
obligation to which the Purchaser, SMC or Sonat is a party, or by which the
Purchaser, SMC, Sonat or any of their properties or assets may be bound or
affected, (iii) conflict with or violate any statute, ordinance, law, rule,
regulation or governmental order applicable to the Purchaser, SMC, Sonat or
their properties or assets, or (iv) result in the creation or imposition of any
Claim upon any property or assets used or held by the Purchaser, SMC or Sonat.
Except as required under the HSR Act, no waiver, consent or approval by, any
notification or filing with, or any other action by, any Person is required in
connection with the execution, delivery and performance by the Purchaser, SMC or
Sonat of this Agreement or any of the Ancillary Documents to which it is a party
or the consummation of the transactions contemplated hereby or thereby.
SECTION 4.4. Results of Operations. To the best of each of their knowledge,
the information concerning the Partnership's financial condition and the results
of operations as of June 30, 1999 and for the period January 1, 1999 through
June 30, 1999 attached hereto as Schedule 4.4 fairly presents in all material
respects the financial condition and results of operation of the Partnership as
of said date and for such period.
ARTICLE V
CONDITIONS TO CLOSING
SECTION 5.1. Conditions to the Obligations of the Purchaser and the Seller.
The obligations of the Seller and the Purchaser to consummate the transactions
contemplated by this Agreement are subject to the satisfaction or occurrence at
or prior to the Closing Date of the following conditions:
(a) Pending Legal Proceedings. There shall not be pending or instituted,
threatened or proposed, any action or proceeding before any court,
administrative agency or other tribunal challenging or complaining of, or
seeking to collect damages or other relief in connection with,
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the transactions contemplated by this Agreement, which action or proceeding may
materially adversely affect (i) the business, operations, or condition
(financial or otherwise) of any party to this Agreement or (ii) the ability of
the Seller or the Purchaser to consummate the transactions contemplated by this
Agreement.
(b) Prohibition of Transactions. No judicial or administrative decision
shall have been entered (whether on a preliminary or final basis) that would
prohibit, restrict or delay the consummation of the transactions contemplated by
this Agreement.
(c) HSR Act. All waiting periods, and any extension thereof, under the HSR
Act applicable to the purchase by the Purchaser of the Seller's Interest shall
have terminated or shall have expired.
(d) Partnership Agreement. The Seller and SMC shall have executed an
amendment to the Partnership Agreement in the form attached hereto as Exhibit C.
SECTION 5.2. Additional Conditions to Purchaser's Obligations. The
obligations of the Purchaser to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction or waiver, at or prior to the
Closing, of each of the following conditions:
(a) Accuracy of Representations and Warranties of the Seller Parties. The
representations and warranties of each of the Seller and AGL contained in this
Agreement shall be true and correct in all material respects as of the Closing,
as though made on and as of the Closing, and the Purchaser shall have received a
certificate from each of the Seller and AGL to that effect, signed by a duly
authorized officer of the Seller and AGL, as the case may be.
(b) Assignment Agreement. An Assignment of Limited Partner Interest from
the Seller to the Purchaser shall have been executed and delivered by the
parties hereto.
(c) Supplementary Agreement. The Seller and AGL shall have executed the
Supplementary Agreement and shall have delivered a duly executed copy of Exhibit
A thereto.
(d) Seller's Committee Members. Xxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxx
(or their replacements) shall have resigned from the Management Committee to the
Partnership.
SECTION 5.3. Additional Conditions to Seller's Obligations. The obligations
of the Seller to consummate the transactions contemplated by this Agreement
shall be subject to the satisfaction or waiver, at or prior to the Closing, of
each of the following conditions:
(a) Accuracy of Representations and Warranties of the Purchaser Parties.
The representations and warranties of each of the Purchaser, SMC and Sonat
contained in this Agreement shall be true and correct in all material respects
as of the Closing, as though made on
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and as of the Closing, and the Seller shall have received a certificate from the
Purchaser, SMC and Sonat to that effect, signed by a duly authorized officer
thereof.
(b) Assignment Agreement. An Assignment of Limited Partner Interest from
the Seller to the Purchaser shall have been executed and delivered by the
parties hereto.
(c) Supplementary Agreement. SMC, Sonat and the Partnership shall have
executed the Supplementary Agreement.
ARTICLE VI
TERMINATION
SECTION 6.1. Termination. This Agreement may be terminated at any time
prior to the Closing:
(a) by the mutual written consent of the parties hereto; or
(b) by either the Purchaser or the Seller in writing, without liability,
if the Closing has not occurred on or before December 30, 1999 other than as a
result of the breach of this Agreement by the party (or an Affiliate of such
party) attempting to terminate this Agreement pursuant to this Section 6.1(b);
(c) by the Seller in writing, without liability, if the Purchaser, SMC or
Sonat shall (i) fail to perform in any material respect its agreements contained
herein required to be performed by it on or prior to the Closing Date or (ii)
materially breach any of its representations, warranties or covenants herein,
which failure or breach is not cured within ten (10) days after the Seller has
notified the Purchaser of its intent to terminate this Agreement pursuant to
this Section 6.1(c); and
(d) by the Purchaser in writing, without liability, if either the Seller
or AGL shall (i) fail to perform in any material respect its agreements
contained herein required to be performed by it on or prior to the Closing Date
or (ii) materially breach any of its representations, warranties or covenants
herein, which failure or breach is not cured within ten (10) days after the
Purchaser has notified the Seller of its intent to terminate this Agreement
pursuant to this Section 6.1(d).
SECTION 6.2. Effect of Termination. In the event of termination of this
Agreement pursuant to Section 6.1 hereof, the amendment to the Partnership
Agreement referred to in Section 2.2 shall be rescinded and all obligations of
the parties hereunder shall terminate, except for the obligations under Sections
6.2, 7.2 and 7.7 hereof; provided, however, that termination pursuant to Section
6.1 (c) or (d) hereof shall not relieve a defaulting or breaching party from any
liability to the other parties hereto. Following such termination, should the
Seller elect to
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continue its previous exercise of its put option set forth in Article 9 of the
Partnership Agreement, the put process pursuant to Article 9 of the Partnership
Agreement shall be deemed tolled for the period of time beginning June 30, 1999
and ending on the date of termination of this Agreement and the Investment Banks
previously selected by the Seller and SMC pursuant to Section 9.3 of the
Partnership Agreement to establish Fair Market Value shall have one month from
the date of termination of this Agreement to agree upon such Fair Market Value.
SECTION 6.3. Causes of Action. The statute of limitations applicable to
any cause of action available to any party hereto, whether under the Partnership
Agreement or otherwise, shall be tolled for the period of time beginning on June
30, 1999 and ending on the earlier to occur of (i) the date upon which this
Agreement is terminated pursuant to Section 6.1 hereof or (ii) the Closing.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1. Further Assurances. Each of the parties hereto shall use
reasonable best efforts to consummate the transactions contemplated by this
Agreement, and shall execute such other documents, instruments of transfer or
assignment and do such other acts or things as may be reasonably required or
desirable to carry out the intent of the parties hereunder and the provisions of
this Agreement and the transactions contemplated hereby.
SECTION 7.2. Indemnification. Notwithstanding anything herein to the
contrary, each of the Seller and AGL, on the one hand, and the Purchaser, SMC
and Sonat, on the other hand, agrees to indemnify, defend and hold each other
and their Related Persons harmless from and against any damage, liability, loss,
cost or deficiency (including, but not limited to, reasonable attorneys' fees
and other costs and expenses incident to legal proceedings) arising out of,
resulting from or relating to (i) the failure to duly perform or observe any
term, provision or covenant to be performed or observed by such parties pursuant
to this Agreement, or (ii) any breach of or inaccuracy in any representation or
warranty made by such parties pursuant to this Agreement.
SECTION 7.3. Public Statements. No party shall issue any press release
or other written public statement regarding this Agreement or the transactions
contemplated hereby without the prior written consent of the other parties
hereto, such consent not to be unreasonably withheld, provided, however, that
this section shall not prohibit any party hereto from providing information
regarding this Agreement or the transactions contemplated hereby to any
Governmental Authority having authority to examine such party, or as required by
any legal or governmental process or otherwise by law.
SECTION 7.4. Notices, etc. All notices and other communications
provided for hereunder shall be in writing and shall be delivered in person or
by courier service, with written
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receipt of acceptance returned to sender, or via certified or registered mail,
return receipt requested (postage and charges prepaid), or by telecopier to each
of the parties at the address or telecopier number set forth on the signature
pages hereof or at such address or telecopier number as shall be designated by a
party in a written notice to the other parties. All such notices and
communications shall, when mailed or telecopied, be effective when received at
the relevant address. Telecopied communications must be followed by a hard copy
sent by registered or certified mail, postage and charges prepaid.
SECTION 7.5. Assignment. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns; provided that, except as provided below, this Agreement may not be
assigned by operation of law or otherwise without the express written consent of
the parties hereto; provided, however, that the Purchaser may assign its rights
and obligations under this Agreement to an Affiliate of the Purchaser without
the consent of the parties hereto, provided, such assignment shall not relieve
the Purchaser of its obligations hereunder.
SECTION 7.6. Amendments; Waivers. This Agreement may be amended or
modified, and any of the terms or conditions hereof may be waived, only by a
written instrument executed by the parties hereto, or in the case of a waiver,
by the party waiving compliance. Any waiver by any party of any condition, or of
the breach of any provision or term contained in this Agreement, in any one or
more instances, shall not be deemed to be nor construed as a furthering or
continuing waiver of any such condition, or of the breach of any other provision
or term of this Agreement.
SECTION 7.7. Costs and Expenses. Except as set forth in the immediately
following sentence, all costs and expenses, including, without limitation, the
reasonable fees and disbursements of counsel, incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses. The Seller and the Purchaser each agree to
pay one-half of the filing fees paid in connection with any filing made pursuant
to the HSR Act.
SECTION 7.8. No Third-Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their permitted assigns and nothing herein,
express or implied, shall give or be construed to give any Person other than the
parties hereto and such assigns any legal or equitable rights hereunder.
SECTION 7.9. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware without regard
to conflicts of laws and principles thereof.
SECTION 7.10. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be deemed an original and, when taken
together, shall constitute one agreement.
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SECTION 7.11. Headings. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.
[Signatures begin on following page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
SELLER:
------
AGL GAS MARKETING, INC.
By /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
Address: c/o AGL Resources Inc.
X.X. Xxx 0000
Xxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xxxx X. Xxxxxxx,
Senior Vice President
and General Counsel
PURCHASER:
---------
SONAT ENERGY SERVICES COMPANY
By /s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx,
President
Address: 0000 0xx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
with a copy to:
Sonat Marketing Company
0000 0xx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx, President
and to:
King & Spalding
0000 Xxxxxx xx Xxxxxxxx
Xxx Xxxx, XX 00000
Telecopier: (000) 000-0000
Attention: E. Xxxxxxx Xxxxx, II
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SONAT MARKETING COMPANY
By /s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx
President
SONAT INC.
By /s/ Xxxxx X. Xxxxxx, Xx.
------------------------
Xxxxx X. Xxxxxx, Xx.
Senior Vice President and
Chief Financial Officer
AGL RESOURCES INC.
By /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman and Chief Executive Officer
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List of Exhibits and Schedules Not Filed with Purchase Agreement *
------------------------------------------------------------------
Exhibit A Form of Assignment of Limited Partner Interest
Exhibit B Supplementary Agreement
Exhibit C Amendment to that Certain Limited Partnership Agreement of
Sonat Marketing L.P.
Schedule 4.4 Sonat Marketing L.P. and Subsidiaries Consolidated Balance
Sheets as of June 30, 1999, (unaudited) and December 31,
1998; Consolidated Statements of Operations for the six
months ended June 30, 1999, (unaudited); and Consolidated
Statements of Changes in Partners' Equity for the six months
ended June 30, 1999, (unaudited).
_____________________________
* A copy of any omitted Exhibit or Schedule will be furnished supplementally to
the Commission upon request.
