EXHIBIT A-7
[CONFIDENTIAL TREATMENT OF BRACKETED MATERIAL REQUESTED PURSUANT TO
RULE 104(B)]
FORM OF PURCHASE AGREEMENT
(Designated as Exhibit EX-2 for ▇▇▇▇▇ purposes)
THIS PURCHASE AGREEMENT (this "Agreement"), dated as of
________, 1997, is made by and between NICOR Hub Services, Inc., an
Illinois corporation ("Seller"), and ▇▇▇▇▇ Hub, Inc., a New York
corporation ("LHI" or "Purchaser"). Other capitalized terms used in
this Agreement are defined in Article I.
RECITALS
1. On _________, 1997, Seller and Pacific Enerchange, a
California corporation, formed CanDuCo.
2. The Articles of Association provide that shares of the
Company may be transferred with the approval of the directors of the
Company.
3. Seller wishes to sell to Purchaser, and Purchaser wishes
to buy from Seller 29.59184% of the issued and outstanding shares in
CanDuCo (the "Acquired Interest").
4. The directors of the Company have approved Seller's sale
of the Acquired Interest to Purchaser.
In consideration of the mutual covenants, agreements and
warranties herein contained, the parties desire that Purchaser shall
acquire from Seller all of the Acquired Interest upon the terms and
conditions hereinafter set forth.
ARTICLE I
DEFINITIONS
The following terms shall have the meanings set forth herein
for the purposes of this Agreement:
"Acquired Interest" is defined in the second recital.
"Act" means the Companies Act (Nova Scotia), R.S.N.S. 1989,
c.81, and all amendments to the Act, as in effect from time to time.
"Affiliate" means, with respect to any Person, another Person
that directly or indirectly through one or more intermediaries
controls or is controlled by or is under common control with such
Person.
"Articles of Association" means that certain Articles of
Association dated as of _____, 1997 between Seller and Pacific
Enerchange.
"Closing Date" means the date on which the Closing occurs or is
to occur.
"CanDuCo" or "Company" means CanDuCo Company, a Nova Scotia,
Canada unlimited liability company.
"Electronic Trading System" means the electronic gas trading
and nominations system that QuickTrade Canada operates in Canada.
"Governmental Authority" means the government of the United
States or Canada, any state, province, or political subdivision
thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government.
"Indemnified Person" shall mean the Person entitled to, or
claiming a right to, indemnification under Article VIII.
"Indemnifying Person" shall mean the Person claimed by the
Indemnified Person to be obligated to provide indemnification under
Article VIII.
"Losses" is defined in Section 8.2.
"Person" means an individual, trust, Governmental Authority,
estate or any incorporated or unincorporated company, corporation,
limited liability company, partnership or other organization.
"Purchase Price" is defined in Section 2.2.
"Pre-Purchase Agreement" means that certain Pre-Purchase
Agreement dated July 15, 1997, executed by Seller and Purchaser.
"Proceedings" is defined in Section 3.17.
"Purchaser" is defined in the preamble. "Seller" is defined in
the preamble.
"QuickTrade Canada" means QuickTrade Canada Limited
Partnership, an Alberta, Canada, limited partnership.
"Taxes" means all taxes, charges, fees, duties, levies or other
assessments, including (without limitation) income, gross receipts,
net proceeds, ad valorem, turnover, real and personal property
(tangible and intangible), sales, use, franchise, excise, value
added, stamp, leasing, lease, user, transfer, fuel, excess profits,
occupational, interest equalization, windfall profits, severance and
employees' income withholding, unemployment and Social Security
taxes, which are imposed by the United States, or any state, local
or foreign government or subdivision or agency thereof, and such
term shall include any interest, penalties or additions to tax
attributable to such Taxes.
ARTICLE II
PURCHASE AND SALE
2.1 Purchase and Sale of The Acquired Interest. Subject to
the terms and conditions set forth in this Agreement, at the
Closing, Seller shall sell, assign, transfer, convey and deliver to
Purchaser, and Purchaser shall accept, acquire and take assignment
and delivery of, all of the Acquired Interest.
2.2 Payment of Purchase Price. In consideration for such
sale, assignment, transfer, conveyance and delivery to Purchaser by
Seller of all of the Acquired Interest, on the Closing Date
Purchaser will pay to Seller the sum of
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX], the "Purchase Price".
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser as follows:
3.1 Ownership of Acquired Interest. Seller owns beneficially
and legally all right, title and interest in and to the Acquired
Interest, free and clear of any security interest, lien, adverse
claim or other encumbrance. The Acquired Interest in the aggregate
constitutes 29.59184% of the issued and outstanding shares in
CanDuCo. None of the Acquired Interest is subject to any
restriction on transfer, other than as set forth in the Articles of
Association.
3.2 Due Organization. To the best of Seller's knowledge, the
Company is an unlimited liability company duly organized, validly
existing and in good standing under the laws of the province of Nova
Scotia with all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as now
being conducted. To the best of Seller's knowledge, the Company is
duly qualified and in good standing to do business in each
jurisdiction where the failure to be so qualified would, in the
aggregate, have a material adverse effect on the business or
operations of the Company. The Company owns no equity or debt
securities of any Person. True, correct and complete copies of the
Company's Memorandum of Association and all other organizational
documents of the Company have been delivered to Purchaser.
3.3 Due Authorization. Seller has full power and authority to
enter into this Agreement and to carry out the transactions
contemplated hereby, and this Agreement has been duly and validly
executed and delivered by Seller, and constitutes the legal, valid
and binding obligation of Seller, enforceable in accordance with its
terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws
from time to time in effect which affect creditors' rights
generally, and by legal and equitable limitations on the
availability of specific remedies.
3.4 No conflict. The execution, delivery and performance of
this Agreement and all other instruments, agreements, certificates
and documents contemplated hereby by Seller do not: (i) violate any
order, decree or judgment of any Governmental Authority applicable
to Seller, or the Acquired Interest or, to the best of Seller's
knowledge, the Company; (ii) violate any law (or regulation or rule
promulgated under any law); (iii) violate or conflict with, or
result in a breach of, or constitute a default (or an event which,
with or without notice or lapse of time or both, would constitute a
default) under, or permit cancellation of, or result in the creation
of any lien or encumbrance or other contingent liability upon any of
the assets of the Company or the Acquired Interest under, any of the
terms, conditions, or provisions of any contract to which Seller or
the Company is a party, or by which either of them or any of the
assets of the Company or the Acquired Interest is bound; (iv) permit
the acceleration of the maturity of any indebtedness of the Company,
or any indebtedness secured by any of the assets of the Company or
the Acquired Interest; or (v) violate or conflict with any provision
of the charter, by-laws or other organizational documents of Seller
or, to the best of Seller's knowledge, the Company.
3.5 Ownership of Interests. Prior to giving effect to
Purchaser's acquisition of the Acquired Interest pursuant to this
Agreement, Seller owned 70.40546% of the issued and outstanding
shares in the Company. Neither Seller nor, to the best of Seller's
knowledge, the Company has granted any option, warrant, or similar
right to any Person to purchase or acquire any rights with respect
to any shares, or any other interest whatsoever, in the Company.
3.6 Title to and Condition of Properties and the Company. To
the best of Seller's knowledge the Company has good title to and is
the lawful owner of all of the assets of the Company, free and clear
of all security interests, liens, adverse claims and other
encumbrances. All of the assets of the Company are listed on
Schedule 3.6(a). All of the liabilities of the Company are listed
on Schedule 3.6(b). The Company has no liabilities, debts, claims
or obligations, whether accrued, absolute, contingent or otherwise,
whether due or to become due, except as set forth on Schedule 3.6(b).
3.7 No Defaults or Violations. To the best of Seller's
knowledge, except as set forth on Schedule 3.7, (a) the Company has
not materially breached any provision of, nor is it in material
default under the terms of, any contract to which it is a party or
under which it has any rights or by which it is bound, and to
Seller's knowledge no other party to any such contract is in default
thereunder in any material respect, and (b) the Company is not in
material violation of or default under or with respect to any law,
governmental regulation or rule or order of any Governmental
Authority that is applicable in any way to the business or operation
of the Company, provided that, to the extent such representations
and warranties in clauses (a) and (b) above are made with respect to
any breach, default or violation by the Company that may have arisen
from and after the Company's formation, such representations and
warranties are made to the best of Seller's knowledge. Except as
set forth in Schedule 3.7, none of the assets of the Company is in
material violation of any law, building, zoning or other ordinance,
code or regulation applicable to it.
3.8 Taxes. To the best of Seller's knowledge, having been
formed shortly before the Closing Date, the Company has not
previously filed any Federal, state and other tax returns and
reports as of the Closing Date; the Company has not been required to
file any such returns; and the Company has not been required to pay
any Taxes on or prior to the Closing Date.
3.9 Condition of Assets. To the best of Seller's knowledge,
except as disclosed on Schedule 3.9, all of the assets of the
Company, whether real or personal, owned or leased, are in
reasonably good operating condition (with the exception of normal
wear and tear).
3.10 Contracts. To the best of Seller's knowledge, Schedule
3.10 includes all the contracts and arrangements (including, without
limitation, any employment contracts) to which the Company is a
party or by which it is bound or to which any of the assets of the
Company is subject. Seller has delivered to Purchaser true, correct
and complete copies of each document listed on Schedule 3.10, and a
written description of each oral arrangement so listed.
3.11 Permits, etc. To the best of Seller's knowledge, the
Company holds all of the licenses, certificates, permits, franchises
and rights listed on Schedule 3.11, and, to the best of Seller's
knowledge, does not require any other licenses, certificates,
permits, franchises and rights to conduct the Business and its other
affairs.
3.12 Insurance Policies. To the best of Seller's knowledge,
Schedule 3.12 contains a list of each insurance policy currently
providing coverage for the assets or business of the Company and a
copy of each such policy has been delivered to Purchaser.
3.13 Employee Benefit Plans. To the best of Seller's
knowledge, each "employee pension benefit plan," as such term is
defined in Section 3(2) of ERISA, and each "employee welfare benefit
plan," as defined in Section 3(1) of ERISA, that is maintained by
the Company to provide benefits for its employees is described on
Schedule 3.13.
3.14 No Other Agreement. To the best of Seller's knowledge,
other than the Sale Agreements, neither Seller nor any its
Affiliates has any contract, agreement, arrangement or understanding
with respect to the sale or other disposition of the assets of the
Company or any interests in the Company.
3.15 Consents. Except as set forth on Schedule 3.15, no notice
to, filing with, authorization of, exemption by, or consent of any
Person is required in order for Seller to consummate the
transactions contemplated hereby.
3.16 Litigation.
(a) To the best of Seller's knowledge, except as disclosed in
Schedule 3.16, there are no claims, actions, suits, arbitrations,
regulatory proceedings or other litigation, proceedings or
governmental investigations (collectively, "Proceedings") pending,
or to the best of Seller's knowledge, threatened against or
affecting the Company, Seller or any of its respective officers,
directors, employees, agents or stockholders thereof in their
capacity as such, or any of their respective properties or
businesses relating to such Persons in such capacities, and Seller
is not aware of any facts or circumstances which may give rise to
any of the foregoing; provided that to the extent such
representations and warranties in this clause are made with respect
to any Proceedings that may have arisen against the Company from and
after the Company's formation, such representations and warranties
are made to the best of Seller's knowledge.
(b) To the best of Seller's knowledge, there are no
Proceedings pending or, to the best of Seller's knowledge,
threatened by or against the Company or Seller with respect to this
Agreement, or in connection with the transactions contemplated
hereby or thereby, and Seller has no reason to believe there is a
valid basis for any such Proceeding; provided that to the extent
such representations and warranties in this clause are made with
respect to any Proceedings that may have arisen against the Company
from and after the Company's formation, such representations and
warranties are made to the best of Seller's knowledge.
3.17 No Conflict of Interest. Neither Seller nor any of its
Affiliates has or claims to have any direct or indirect interest in
any tangible or intangible property used in the Business, except
Seller's interest as an owner of its shares in the Company.
3.18 Bank Accounts. Schedule 3.18 sets forth the names and
locations of each bank or other financial institution at which the
Company has an account (giving the account numbers) or safe deposit
box and the names of all Persons authorized to draw thereon or have
access thereto, and the names of all Persons, if any, now holding
powers of attorney or comparable delegation of authority from the
Company and a summary statement thereof.
3.20 Accuracy of Statements. This Agreement does not contain
any untrue statement of a material fact regarding Seller, the
Company, the assets of the Company or the Acquired Interest.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to Seller that:
4.1 Due Authorization. Purchaser has full power and authority
to enter into this Agreement and to carry out the transactions
contemplated hereby, and this Agreement has been duly and validly
executed and delivered by Purchaser, and constitutes the legal,
valid and binding obligation of Purchaser, enforceable in accordance
with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization or
similar laws from time to time in effect which affect creditors'
rights generally, and by legal and equitable limitations on the
availability of specific remedies.
4.2 No Conflict. The execution, delivery and performance of
this Agreement and all other instruments, agreements, certificates
and documents contemplated hereby by Purchaser do not: (i) violate
any decree or judgment of any Governmental Authority applicable to
Purchaser; (ii) violate any law (or existing regulation promulgated
under any law); (iii) violate or conflict with, or result in a
breach of, or constitute a default (or an event which, with or
without notice or lapse of time or both, would constitute a default)
under, any of the terms, conditions, or provisions of any contract
to which Purchaser is a party, or by which Purchaser is bound; or
(iv) violate or conflict with any provision of the charter, by-laws
or other organizational documents of Purchaser.
4.3 Investment Intent. Purchaser is acquiring the Acquired
Interest for its own account, for investment and not with a view to,
or for sale or other disposition in connection with, any
"distribution" thereof, within the meaning of the Securities Act of
1933, as amended, nor with any present intention of selling or
otherwise disposing of the Acquired Interest.
4.4 Consents. Except as set forth on Schedule 4.3, no notice
to, filing with, authorization of, exemption by, or consent of any
Person is required in order for Purchaser to consummate the
transactions contemplated hereby.
ARTICLE V
CONDITIONS PRECEDENT TO CLOSING
5.1 Conditions Precedent to Obligations of the Purchaser. The
obligation of Purchaser to purchase the Acquired Interest at Closing
is subject to the satisfaction of the following conditions:
5.1.1 Representations and Warranties. The representations and
warranties set forth in this Agreement made by Seller shall be
accurate as of the Closing Date as if made on the Closing Date, and
Seller shall have delivered to Purchaser a certificate so certifying.
5.1.2 Compliance with Agreements and Covenants. Seller shall
have performed and complied with all of its covenants, obligations
and agreements contained in this Agreement to be performed and
complied with by Seller on or prior to the Closing Date.
5.2 Conditions Precedent to Obligations of Seller. The
obligation of Seller to sell the Acquired Interest at Closing is
subject to the satisfaction of the following conditions:
5.2.1 Representations and Warranties. The representations and
warranties set forth in this Agreement made by Purchaser shall be
accurate as of the Closing Date as if made on the Closing Date, and
Purchaser shall have delivered to Seller a certificate so certifying.
5.2.2 Compliance with Agreements and Covenants. Purchaser
shall have performed and complied with all of its covenants,
obligations and agreements contained in this Agreement to be
performed and complied with by Purchaser on or prior to the Closing
Date.
5.2.3 Company Approval. Seller shall have obtained the
approval of the directors of the Company to sell the Acquired
Interest to Purchaser in form and substance satisfactory to Seller
in its sole discretion.
ARTICLE VI
COVENANTS
6.1 Implementing This Agreement. From the date hereof to the
Closing Date, each of Purchaser and Seller will take all necessary
action to fulfill its respective obligations under this Agreement
and shall take all commercially reasonable efforts to consummate the
transactions contemplated thereby.
ARTICLE VII
CLOSING
7.1 Closing. The Closing shall take place on or before the
tenth business day following the day on which Purchaser's
acquisition of the Acquired Interest is approved by the SEC, or on
such later date to which the parties hereto shall agree.
ARTICLE VIII
INDEMNIFICATION
8.1 Survival. The representations and warranties of the
parties hereto contained herein and in this Article VIII shall
survive the Closing. Such representations and warranties shall be
deemed made as of the date of this Agreement and as of the Closing
Date.
8.2 Indemnification by Seller. Seller agrees to indemnify
Purchaser against, and agrees to hold Purchaser harmless from, any
and all liabilities, losses, costs, claims, damages (including
without limitation consequential damages), penalties and expenses
(including without limitation reasonable attorneys' fees and
expenses and reasonable costs of investigation) (collectively,
"Losses") incurred or suffered by Purchaser relating to or arising
out of or in connection with any of the following:
(a) any breach of or any inaccuracy in any representation or
warranty made by Seller in this Agreement;
(b) any breach of or failure by Seller to perform any covenant
or obligation of Seller set out or contemplated in this Agreement; or
(c) any actual and/or contingent liabilities arising from, or
in connection with, or as a result of Seller's performance, act or
omission prior to the Closing Date.
8.3 Indemnification by Purchaser. Purchaser agrees to
indemnify Seller against, and agrees to hold Seller harmless from,
any and all Losses incurred or suffered by Seller relating to or
arising out of or in connection with any of the following:
(a) any breach of or any inaccuracy in any representation or
warranty made by Purchaser in this Agreement ; or
(b) any breach of or failure by Purchaser to perform any
covenant or obligation of Purchaser set out or contemplated in this
Agreement.
8.4 Claims. The provisions of this Section shall be subject
to Section 8.5. As soon as is reasonably practicable after becoming
aware of a claim for indemnification under this Agreement the
Indemnified Person shall promptly give notice to the Indemnifying
Person of such claim and the amount the Indemnified Person will be
entitled to receive hereunder from the Indemnifying Person; provided
that the failure of the Indemnified Person to give notice shall not
relieve the Indemnifying Person of its obligations under this
Article VIII except to the extent (if any) that the Indemnifying
Person shall have been prejudiced thereby. If the Indemnifying
Person does not object in writing to such indemnification claim
within 30 calendar days of receiving notice thereof, the Indemnified
Person shall be entitled to recover promptly from the Indemnifying
Person the amount of such claim, and no later objection by the
Indemnifying Person shall be permitted. If the Indemnifying Person
agrees that it has an indemnification obligation but objects on the
grounds that it is obligated to pay only a lesser amount, the
Indemnified Person shall nevertheless be entitled to recover
promptly from the Indemnifying Person the lesser amount, without
prejudice to the Indemnified Person's claim for the difference.
8.5 Notice of Third Party Claims; Assumption of Defense. The
Indemnified Person shall give notice as promptly as is reasonably
practicable to the Indemnifying Person of the assertion of any
claim, or the commencement of any Proceeding, by any Person not a
party hereto in respect of which indemnity may be sought under this
Agreement; provided that the failure of the Indemnified Person to
give notice shall not relieve the Indemnifying Person of its
obligations under this Article VIII except to the extent (if any)
that the Indemnifying Person shall have been prejudiced thereby.
The Indemnifying Person may, at its own expense, (a) participate in
the defense of any claim, suit, action or proceeding and (b) upon
notice to the Indemnified Person and the Indemnifying Person's
delivering to the Indemnified Person a written agreement that the
Indemnified Person is entitled to indemnification for all Losses
arising out of such claim or Proceeding and that the Indemnifying
Person shall be liable for the entire amount of any Loss, at any
time during the course of any such claim or Proceeding, assume the
defense thereof; provided, however, that (i) the Indemnifying
Person's counsel is reasonably satisfactory to the Indemnified
Person, and (ii) the Indemnifying Person shall thereafter consult
with the Indemnified Person upon the Indemnified Person's reasonable
request for such consultation from time to time with respect to such
claim or Proceeding. If the Indemnifying Person assumes such
defense, the Indemnified Person shall have the right (but not the
duty) to participate in the defense thereof. If the Indemnified
Person reasonably determines in its judgment that representation by
the Indemnifying Person's counsel of both the Indemnifying Person
and the Indemnified Person would present such counsel with a
conflict of interest, then such Indemnified Person may employ
separate counsel to represent or defend it in any such claim or
Proceeding, and the Indemnifying Person shall pay the fees and
disbursements of such separate counsel. Whether or not the
Indemnifying Person chooses to defend or prosecute any such claim or
Proceeding, all of the parties hereto shall cooperate in the defense
or prosecution thereof.
8.6 Settlement or Compromise. Any settlement or compromise
made or caused to be made by the Indemnified Person or the
Indemnifying Person, as the case may be, of any such claim or
Proceeding of the kind referred to in Section 8.5 shall also be
binding upon the Indemnifying Person or the Indemnified Person, as
the case may be, in the same manner as if a final judgment or decree
had been entered by a court of competent jurisdiction in the amount
of such settlement or compromise; provided, however, that no
obligation, restriction or Loss shall be imposed on the Indemnified
Person as a result of such settlement without its prior written
consent.
8.7 Failure of Indemnifying Person to Act. In the event that
the Indemnifying Person does not elect to assume the defense of any
claim or Proceeding, then any failure of the Indemnified Person to
defend or to participate in the defense of any such claim or
Proceeding or to cause the same to be done, shall not relieve the
Indemnifying Person of its obligations hereunder.
ARTICLE IX
MISCELLANEOUS
9.1 Expenses. Each party hereto shall bear its own expenses
with respect to this transaction.
9.2 Amendment. This Agreement may be amended, modified or
supplemented, but only in writing signed by each of the parties
hereto.
9.3 Counterparts. This Agreement may be executed
simultaneously in counterparts, each of which shall be deemed to be
an original, but together shall constitute one and the same
instrument.
9.4 Headings. Section and Article headings in this Agreement
are for convenience of reference only, and shall not govern the
interpretation of the provisions of this Agreement.
9.5 Severability. Any provisions of this Agreement that are
held to be inoperative, unenforceable or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or
invalid without affecting the remaining provisions of this Agreement
in that jurisdiction or the operation, enforceability, or validity
of such provisions in any other jurisdiction.
9.6 Entire Understanding. This Agreement, the Pre-Purchase
Agreement and the Company Agreement set forth the entire agreement
and understanding of the parties hereto with respect to the
transaction contemplated hereby and supersede all prior
arrangements, agreements and understandings relating to the subject
matter hereof. There have been no representations or statements,
oral or written, that have been relied on by either party hereto,
except those expressly set forth in this Agreement, the Pre-Purchase
Agreement and the Company Agreement.
9.7 Applicable Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the
State of Delaware, without regard to the conflicts of law principles
thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered on the date first above
written.
NICOR Hub Services, Inc.
By:___________________________
Title:________________________
Printed Name:_________________
▇▇▇▇▇ HUB, INC.
By:___________________________
President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
SCHEDULE 3.2
JURISDICTIONS OF QUALIFICATION
1. Nova Scotia
SCHEDULE 3.6(a)
ASSETS
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
SCHEDULE 3.6(b)
LIABILITIES
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
SCHEDULE 3.7
DEFAULTS AND VIOLATIONS
1. None
SCHEDULE 3.9
CONDITION OF ASSETS
1. No disclosure is made pursuant to Section 3.9.
SCHEDULE 3.10
CONTRACTS
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
SCHEDULE 3.11
LICENSES, PERMITS, FRANCHISES AND RIGHTS
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
SCHEDULE 3.12
INSURANCE
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
SCHEDULE 3.13
EMPLOYEE BENEFIT PLANS
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
SCHEDULE 3.15
CONSENTS
1. In accordance with Section _____ of the Articles of Association,
Seller is obligated to obtain the consent of Pacific Enerchange to
the disposition of the Acquired Interest.
SCHEDULE 3.16
LITIGATION
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
SCHEDULE 3.18
BANK ACCOUNTS
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]