FORWARD EQUITY PURCHASE AGREEMENT
This FORWARD EQUITY PURCHASE AGREEMENT, made as of October 1, 1997
(this "Agreement"), is between CTG RESOURCES INC., a Connecticut corporation
("CTG"), and THE ENERGY NETWORK, INC., a Connecticut corporation ("TEN").
WITNESSETH:
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WHEREAS, CTG owns all of the capital stock of TEN; and
WHEREAS, TEN has requested that CTG provide TEN with additional
equity capital to enable TEN to carry on its business and CTG is willing to
purchase additional shares of capital stock of TEN; and
WHEREAS, TEN has agreed to purchase or otherwise acquire from time
to time shares of common stock, without par value, of CTG ("CTG Common
Stock");
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. Purchase of TEN Capital Stock. CTG, for value received and in
consideration of TEN's agreement to transfer to CTG any and all shares of CTG
Common Stock acquired by TEN, promises to purchase on the first day of each
January, April, July and October in each of the calendar years 1998 through
and including 2009 $1,875,000 of capital stock of TEN. The aggregate amount
of capital stock of TEN to be purchased is $90,000,000.
2. Acquisition of CTG Common Stock. TEN, for value received and in
consideration of CTG's agreement to purchase additional capital stock of TEN,
agrees to purchase or otherwise acquire not less than 1,800,000 shares of CTG
Common Stock, such purchase or acquisition to be by open market purchase,
tender offer and/or otherwise (other than a purchase or acquisition directly
from CTG or its affiliates). TEN shall promptly transfer or cause to be
transferred any shares of CTG Common Stock so purchased or otherwise acquired
to CTG.
3. No Waiver; Remedies Cumulative. No failure or delay on the part of
TEN in exercising any right, power or privilege hereunder and no course of
dealing between TEN and CTG shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder. The rights herein expressly provided are
cumulative and not exclusive of any rights or remedies that TEN would
otherwise have. No notice to or demand on CTG in any case shall entitle CTG
to any other or further
notice or demand in similar or other circumstances or constitute a waiver of
the rights of TEN to any other or further action in any circumstances without
notice or demand.
4. Limitation on Dividends. CTG will not, directly or indirectly,
declare or pay any dividend, or make any distribution, in respect of CTG
Common Stock or to the holders of CTG Common Stock unless any and all amounts
then due and payable under this Agreement have been paid in full.
5. Assignment. Except as otherwise agreed by the parties hereto, this
Agreement is not assignable by either such party.
6. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Connecticut.
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IN WITNESS WHEREOF, the parties have duly executed, or have cause
their duly authorized officer or representative to execute, this Agreement to
be executed as of the date first written above.
CTG RESOURCES, INC.
By: /s/
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Its:____________________________
THE ENERGY NETWORK, INC.
By: /s/
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Its:____________________________
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