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EXHIBIT A-1
October 18, 1996
American Gas Finance Company, L.L.C.
c/o American Gas Association
0000 Xxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Dear Xx. Xxxxxxx:
The signed subscription agreement and investor certificate for
Consolidated's $250,000 investment in GasFinCo are enclosed. Please note
that we have included an addendum to the subscription agreement regarding
the investment being subject to S.E.C. approval, and therefore our
investment is being paid into escrow.
Please contact me if you have any questions regarding the matter.
Sincerely,
s/ Xxxx X. Xxxxxxxxxx
MMW:cr(gasfinco)
Enclosures
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Number: 30
SUBSCRIPTION AGREEMENT
Date: __________,1996
American Gas Finance Company, L.L.C.
c/o American Gas Association
0000 Xxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxx X. Xxxxxxx
Ladies and Gentlemen:
The undersigned (the "Investor") hereby subscribes for the number of
units (the "Units") of membership interest of American Gas Finance Company,
L.L.C., a Delaware limited liability company (the "Company"), set forth on
the signature page hereto, and agrees to pay the total purchase price for
such Units as indicated herein.
A. The Investor understands that:
1. This Subscription Agreement and the funds delivered hereunder
will be returned promptly to the Investor, with a pro-rata portion of
interest earned, if any, and all of the Investor's obligations under this
Subscription Agreement will terminate if the American Gas Association, the
Administrator of the Company (the "Administrator"), does not accept this
Subscription Agreement. This subscription is irrevocable and subject to
acceptance or rejection, in whole or in part, by the Company, acting
through its Administrator, in its sole discretion.
2. All or any part of the Units for which the Investor is hereby
subscribing may not be transferred unless they have been registered under
the Securities Act of 1933, as amended (the "Act"), and applicable state
securities laws, or exemptions from registration are available. The
Investor recognizes that the Company has made no representations with
respect to registration of the Units under the Act or compliance with any
requirements for exemption and, as a result, that the Investor must be
prepared to bear the economic risk of its investment for an indefinite
period of time, that the Investor must be able to bear the loss of its
entire investment and, in particular, that the Company has not undertaken
to redeem or repay the Units at any time.
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3. The Investor acknowledges that all documents, records and
books pertaining to this investment have been made available for inspection
by its attorney, its accountant and the Investor itself, and that the books
and records of the Company will be available upon reasonable notice for
inspection by Investors during reasonable business hours at the Company's
principal place of business.
4. The Investor acknowledges that the information contained in
the Confidential Private Offering Memorandum, dated September 12, 1996 (the
"Memorandum") is confidential and non-public and agrees that all such
information shall be kept in strict confidence by the Investor and neither
used by the Investor for the Investor's personal benefit (other than in
connection with this subscription), nor disclosed to any third party for
any reason whatsoever; provided, however, that this obligation shall not
apply to any such information that (a) is part of the public knowledge or
literature and readily accessible at the date hereof, (b) becomes part of
the public knowledge or literature and readily accessible by publication
(except as a result of a breach of this provision) or (c) is received from
third parties (except third parties who disclose such information in
violation of any confidentiality agreements or obligations, including,
without limitation, any Subscription Agreement entered into with the
Company).
5. The representations, warranties and agreements of the
Investor contained herein and in any other writing delivered by the
Investor in connection with the transactions contemplated hereby shall be
true and correct in all material respects on and as of the date of the sale
of the Units as if made on and as of such date and shall survive the
execution and delivery of this Agreement and the purchase of the Units.
B. The Investor hereby represents, warrants and covenants that:
1. Except as noted in the Addendum, the Investor has all
requisite power and authority to enter into this Agreement and to perform
the obligations contemplated hereby.
2. Except as noted in the Addendum, this Agreement has been duly
executed and delivered by the Investor and constitutes the valid and
binding obligation of the Investor, enforceable against the Investor in
accordance with its terms.
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3. The execution, delivery and performance by the Investor of
this Agreement and the consummation of the transactions contemplated hereby
do not and will not contravene or constitute a default under or give rise
to a right of termination, cancellation or acceleration of any right or
obligation of the Investor under any provision of applicable law or
regulation or of any agreement, judgment, injunction, order, decree or
other instrument binding on the Investor, or result in the imposition of
any lien on any asset of the Investor.
4. The Units will not be registered under the Act, or the
securities laws of any state or other applicable jurisdiction (the "Laws")
and are being offered and sold to the Investor in reliance upon exemptions
from registration under the Act and such laws. The reliance of the Company
on exemptions from registration under the Act and the Laws is based in part
on the Investor's representations set forth herein. The Investor
acknowledges and agrees that the Units may be offered or sold only in
accordance with the registration requirements of the Act or an exemption
therefrom, and, in each case, in accordance with the transfer restrictions
set forth in this Agreement and in the Operating Agreement of the Company.
The Investor understands that the Company and the Administrator have no
obligation or intention to register the Units under the Act or the Laws, or
to file the reports to make public the information required by Rule 144 (or
any successor provision) promulgated under the Act.
5. The Investor is acquiring its shares for its own account and
not with a view to resale or distribution.
6. In evaluating the suitability of an investment in the
Company, the Investor has not relied upon any representations or other
information (whether oral or written) from the Company or the Administrator
(or any of its agents or representatives), other than as set forth in the
Memorandum and this Agreement. With respect to individual tax and other
economic considerations involved in this investment, the Investor is not
relying on the Company or the Administrator. The Investor has carefully
considered and has, to the extent the Investor believes such discussion
necessary, discussed with the Investor's professional legal, tax,
accounting and financial advisers the suitability of an investment in the
Units for the Investor's particular tax and financial situation and has
determined that the Units being subscribed for by the Investor are a
suitable investment for the Investor.
7. The Investor is aware that there is no market for the Units
and the Units subscribed for herein are being acquired solely by and for
the account of the Investor, for investment, and not with a view to resale
or distribution; the Investor has no contract, undertaking, agreement or
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arrangement with any person to sell, transfer or pledge all or any part of
the Units for which the Investor hereby subscribes, and the Investor has no
plans or intentions to enter into any such contract, undertaking or
arrangement.
8. The Investor agrees not to transfer the Units, or any
interest therein, except in accordance with the terms and provisions of
this Agreement or the Operating Agreement of the Company and, in connection
with such transfer, not to violate the Act or the Laws or the rules and
regulations of the Securities and Exchange Commission or of any state
securities commission promulgated under the Laws.
9. The Investor has adequate means of providing for the
Investor's current needs and contingencies and has no need for liquidity of
this investment and can afford the economic risk of a loss of the
Investor's entire investment in the Units. The Investor's overall
commitment to investments which are not readily marketable is not
disproportionate to the Investor's net worth, and investment in the Units
will not cause such overall commitment to become excessive.
10. The Investor recognizes that investment in the Company
involves certain risks and certain conflicts of interest and the Investor
has taken full cognizance of and understands all of the risk factors
related to the purchase of the Units and inherent in the business of the
Company, including, without limitation, those set forth under the caption
"Risk Factors" in the Memorandum. The Investor is able to bear the
economic risk of the Investor's investment in the Company. The Investor
has substantial investment experience in making investment decisions of the
type contemplated hereby, is experienced in evaluating companies such as
the Company and has such knowledge and experience in financial and business
matters that the Investor is capable of evaluating the merits and risks of
an investment in the Company.
11. The Investor is acquiring the Units without being furnished
any offering literature, prospectus or any other form of general
solicitation or general advertising other than the Memorandum, and the
Investor has not been given any oral or written representations or
assurances by the Company or any representative of the Company in
connection with this investment other than as set forth in the Memorandum
or as contained in any documents or answers to questions furnished to the
Investor by the Company.
12. The address set forth on the Investor's signature page is the
Investor's true and correct principal place of business and the Investor
has no present intention of relocating any other jurisdiction, and if there
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should be any change of address prior to the closing of the offering in
accordance with the Memorandum, the Investor will immediately provide such
information to the Company or the Administrator.
13. The Investor expressly acknowledges that: (a) no federal or
state agency has reviewed or passed upon the adequacy or accuracy of the
information made available to the Investor, or made any finding or
determination as to the fairness for investment, or any recommendation or
endorsement of the Units as an investment; (b) there are restrictions on
the transferability of the Units and there will be no public market for the
Units and, accordingly, it may not be possible for the Investor to
liquidate the investment in the Units; and (c) any anticipated federal
and/or state income tax benefits applicable to the Units may be lost
through changes in, or adverse interpretations of, existing laws and
regulations.
14. The Investor understands that the Administrator may have a
conflict of interest in making determinations as Administrator of the
Company.
15. The Investor understands and acknowledges that the
Administrator, has been represented in connection with the offering of the
Units and other matters by the law firm of XxXxxxxxx, Will & Xxxxx ("MW&E")
and that the Company has not been separately represented by counsel. The
Investor understands that MW&E has heretofore and may hereafter represent
the Administrator and/or its affiliates in various matters. The Investor
acknowledges that MW&E has not been engaged to represent the Investor and
is not representing the Investor in connection with the purchase by the
Investor of Units hereunder and the Investor has or, if deemed necessary by
the Investor, will obtain independent legal representation in connection
with the transactions contemplated hereby.
16. The Investor has carefully read the Memorandum. The Investor
hereby confirms that it has been granted the opportunity to ask questions
of, and receive answers from, representatives of the Company concerning the
terms and conditions of the Offering and to obtain any additional
information which it deems necessary to verify the accuracy of the
information contained in the Memorandum.
17. All information which the Investor has provided in the
Questionnaire annexed hereto concerning itself and its financial position
is complete and correct as of the date set forth above, and if there should
be any material change in such information prior to my having been admitted
as a Member, the Investor will immediately provide such information to the
Administrator.
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18. The undersigned hereby certifies that the undersigned is
organized under U.S. federal or state law (if a corporation or
partnership), or that the undersigned's income from all sources is subject
to U.S. federal income tax (if a trust or estate). The undersigned agrees
to notify the Company within 30 days of any change in status as certified
in the preceding sentence.
19. The Investor is a full voting member (U.S. local distribution
company) of the American Gas Association.
20. The Investor is a corporation, not formed for the specific
purpose of acquiring the Units, with total assets in excess of $5,000,000.
21. The Investor is an "accredited investor" within the meaning
of Rule 501 of Regulation D promulgated under the Act.
C. FOR ALABAMA INVESTORS ONLY:
THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE
ALABAMA SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES COMMISSION.
THE COMMISSION DOES NOT RECOMM[END OR ENDORSE THE PURCHASE OF ANY
SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THE
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
FOR ARIZONA INVESTORS ONLY:
THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE
COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES NOR DOES IT
PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR
OTHER SELLING LITERATURE. THE UNITS HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF ARIZONA, AS AMENDED, AND ARE OFFERED PURSUANT TO AN
EXEMPTION RELATING TO TRANSACTIONS NOT INVOLVING ANY PUBLIC OFFERING.
THE UNITS CANNOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED UNDER SUCH
ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
THESE ARE SPECULATIVE SECURITIES.
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FOR CONNECTICUT INVESTORS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE
CONNECTICUT SECURITIES ACT AND MAY NOT BE TRANSFERRED OR SOLD EXCEPT IN
TRANSACTIONS WHICH ARE EXEMPT UNDER THE CONNECTICUT SECURITIES ACT OR
PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER.
FOR FLORIDA INVESTORS ONLY:
THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT REQUIRES AND THE
ISSUER HEREBY AGREES THAT IF SALES ARE MADE TO FIVE (5) OR MORE PERSONS
IN FLORIDA, ANY SALE IN FLORIDA IS VOIDABLE BY THE INVESTOR, AND THE
INVESTOR SHALL HAVE THE RIGHT TO WITHDRAW ITS ACCEPTANCE OF AN OFFER TO
ACQUIRE THESE SECURITIES FOR A PERIOD OF (i) THREE (3) BUSINESS DAYS
AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE INVESTOR TO THE
ISSUER RELATING TO THE ACQUISITION OF THESE SECURITIES AND PAYMENT
THEREFOR OR (ii) WITHIN THREE (3) BUSINESS DAYS AFTER THE AVAILABILITY
OF TIES RECISION PRIVILEGE IS COMMUNICATED TO THE INVESTOR, WHICHEVER
OCCURS LATER. IF THE UNDERSIGNED SHOULD DETERMINE TO WITHDRAW
ACCEPTANCE OF THE OFFER TO INVEST IN THESE SECURITIES UNDER SUCH
CIRCUMSTANCES, THE INVESTOR MAY DO SO WITHOUT ANY LIABILITY WHATSOEVER.
FOR GEORGIA INVESTORS ONLY:
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13)
OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY
NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT
UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
FOR INDIANA INVESTORS ONLY:
THE SECURITIES OFFERED PURSUANT TO THIS CONFIDENTIAL OFFERING
MEMORANDUM HAVE NOT BEEN REGISTERED UNDER SECTION 3 OF THE INDIANA BLUE
SKY LAW, SECTION 23-2-1-3 OF THE INDIANA CODE, AS AMENDED, AND MAY NOT
BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER
SUCH LAW OR PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
FOR NEW JERSEY INVESTORS ONLY:
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BUREAU OF
SECURITIES OF THE STATE OF NEW JERSEY, NOR HAS THE BUREAU PASSED ON OR
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ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THIS OFFERING DOES
NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE THEREOF BY THE BUREAU
OF SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
FOR PENNSYLVANIA INVESTORS ONLY:
EACH SUBSCRIBER WHO IS A PENNSYLVANIA RESIDENT HAS THE RIGHT TO CANCEL
AND WITHDRAW HIS SUBSCRIPTION AGREEMENT AND HIS PURCHASE OF SECURITIES
UPON WRITTEN NOTICE TO THE ISSUER GIVEN WITHIN TWOBUSINESS DAYS
FOLLOWING THE RECEIPT BY THE ISSUER OF THE SUBSCRIBER'S WRITTEN
AGREEMENT OR, IN THE CASE OF A TRANSACTION IN WHICH THERE IS NO WRITTEN
SUBSCRIPTION AGREEMENT, WITHIN TWO BUSINESS DAYS AFTER THE SUBSCRIBER
MAKES THE INITIAL PAYMENT FOR THE SECURITIES.
EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THE SECURITIES BEING
OFFERED XXXXXX AGREES NOT TO SELL THESE SECURITIES FOR A PERIOD OF 12
MONTHS AFTER THE DATE OF PURCHASE.
FOR TEXAS INVESTORS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER APPLICABLE SECURITIES
LAWS OF TEXAS AND THEREFORE CANNOT BE RESOLD OR TRANSFERRED UNLESS THEY
ARE SUBSEQUENTLY REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
FOR UTAH INVESTORS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UTAH SECURITIES ACT
AND, THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH
SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY
STATE OR OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS
NOT AUTHORIZED.
FOR VERMONT INVESTORS ONLY:
EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM
REGISTRATION BY SECTION 4204 (A)(15) OF THE VERMONT SECURITIES ACT DIRECTLY
FROM THE ISSUER OR AN AFFILIATE OF THE ISSUER, SHALL HAVE THE RIGHT TO
WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE ISSUER, OR
ANY OTHER PERSON WITHIN THREE (3) CALENDAR DAYS AFTER THE FIRST
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TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN
AGENT OF THE ISSUER, OR AN ESCROW AGENT, OR WITHIN THREE (3) CALENDAR
DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO THE
PURCHASER, WHICHEVER OCCURS LATER.
D. Indemnification. The Investor shall indemnify and hold harmless
the Company and the Administrator and each officer, director or control
person of the Company and/or the Administrator, who is or may be a party or
is or may be threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, against any and all losses, liabilities
and expenses (including reasonable attorney's fees, judgments, fines and
amounts paid in settlement) incurred by the Company, the Administrator or
any officer, director or control person of the Company and/or the
Administrator by reason of or arising from any actual or alleged
misrepresentation or misstatement of facts or omission to represent or
state facts made or alleged to have been made by the Investor to the
Company or the Administrator (or any agent or representative of the Company
or the Administrator), or omitted or alleged to have been omitted by the
Investor, concerning the Investor or the Investor's authority to invest or
financial position in connection with the offering, including, without
limitation, any such misrepresentation, misstatement or omission contained
in any documents submitted by the Investor, to the extent the Company, the
Administrator or such officer, director or control person has not otherwise
been reimbursed in connection with such action, suit or proceeding.
E. LIMITATION ON TRANSFER OF UNITS.
1. The Investor covenants, warrants and represents that the Investor will
not transfer, assign, sell, hypothecate, pledge, alienate, encumber or in
any way transfer or dispose of any of the Investor's Units (whether now
owned or hereafter acquired) or any interest therein (including, but not
limited to, any proxy to vote the same to a person who is not a member of
the Company) or any right under this Agreement (including, but not limited
to, the right to receive payment for such Units), except as provided for by
the terms contained in this Agreement or in the Operating Agreement. The
limitations in the foregoing sentence include, but are not limited to, any
disposition occurring upon or by virtue of the bankruptcy or insolvency of
the Investor, the appointment of a receiver, trustee, conservator or
guardian for the Investor or the Investor's property, a transfer pursuant
to court order in the event of divorce, marital dissolution, legal
separation or similar proceedings, or a transfer pursuant to any loan or
security agreement whether or not permitted hereby. Any transferee of the
Investor shall, by acceptance
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of such Units, be bound by all of the terms and conditions of this
Agreement to the same extent as if such transferee were the Investor.
2. If any Units are disposed of in whole or in part, voluntarily
or involuntarily, by operation of law or otherwise, by reason of the
insolvency or bankruptcy of the Investor, or otherwise in violation of the
provisions of this Agreement or the Operating Agreement, the recipient of
any such Units shall not be registered on the books of the Company and the
transferee thereof shall not be recognized as the holder of such Units by
the Company, and shall not acquire any voting, dividend or other rights in
respect thereof. Every transferee of Units under this Agreement, by
accepting transfer of the Units, agrees to be bound by all provisions of
this Agreement. For purposes of this Agreement, the term "Units" shall
also include any warrants, options or rights issued in payment or
distribution of any unit reclassification, dividend or split with respect
to the units of membership interest of the Company or any shares, warrants,
options or rights of another company into which the Units are exchanged.
3. The Investor agrees that neither the Company nor any other
holder of units of the Company shall be obligated to make any payments to
any non-permitted transferee notwithstanding notice of a purported
transfer.
F. POWER OF ATTORNEY. The undersigned does hereby irrevocably
constitute and appoint the Administrator and its successors in interest,
the undersigned's true and lawful attorney-in-fact and agent, to execute,
acknowledge, verify, swear to, deliver, record and file, in the
undersigned's name, place and stead, (i) the Articles of Formation and the
Company Operating Agreement and any amendment or modification thereof made
in accordance with their terms, (ii) all conveyances and other instruments
which the Administrator deems appropriate to reflect the dissolution and
termination of the Company pursuant to the terms of the Operating
Agreement, (iii) all instruments relating to the admission of any
additional or substituted Members, (iv) a certificate of assumed name and
such other certificates and instruments as may be necessary, and (v) all
instruments, documents and certificates which may from time to time be
required by the laws of the United States of America, or any state or
political subdivision or agency thereof, to effectuate, implement and
continue the valid existence and purposes of the Company. The power of
attorney granted herein shall be deemed to be coupled with an interest,
shall be irrevocable, shall survive the death, dissolution, bankruptcy,
incompetency or legal disability of the undersigned and shall extend to the
undersigned's heirs, successors and assigns. The undersigned xxxxxx agrees
to be bound by any representations made by said agent and attorney-in-fact
acting in good faith pursuant to such power of attorney, and the
undersigned hereby waives any and all defenses which may be available to
contest, negate or disaffirm any action of the Administrator taken in good
faith under such power of attorney.
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G. GENERAL.
1. Upon the execution of this Agreement and closing of the
offering in accordance with the Memorandum, the Company shall cause the
certificates representing the Units to be endorsed with a restrictive
legend as follows:
Notice is hereby given that the sale, assignment, transfer, pledge
or other disposition or encumbrance of the Units represented by
this certificate is prohibited by the terms of a Subscription
Agreement dated as of ______________, 1996, and the Operating
Agreement, dated as of ______________, 1996, a copy of which is on
file at the Company's principal office.
2. This Agreement shall inure to the benefit of and be binding
upon the Company, the Investor and, to the extent applicable, the other
members of the Company and their respective heirs, executors,
administrators, personal representatives, legatees, successors and
permitted assigns.
3. The parties hereto agree to sign all necessary documents and
take all other actions necessary to carry out the provisions of this
Agreement.
4. All notices required or permitted to be given by any party to
another party hereunder shall be deemed to have been duly given if
delivered to such other party or if mailed by registered or certified mail,
in the case of the Company, to its principal office, or, in the case of the
Investor, to the last address which appears in the books of the Company.
Any party to this Agreement shall have the right, from time to time, to
specify as its address for purposes of this Agreement any other address in
the United States upon giving fifteen (15) days notice thereof to the other
party.
5. This Agreement and the legal relations between the parties
shall be governed by and construed and enforced in accordance with the
internal laws of the State of Delaware without giving effect to choice of
law principles.
6. This Agreement embodies the entire agreement and
understanding of the parties hereto with respect to the subject matter
contained herein, and supersedes all prior written or oral agreements and
understandings between the parties with respect to such subject matter.
There are no contrary agreements, understandings, undertakings, covenants
or representations with respect to the Units other than as expressly set
forth herein.
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7. The provisions of this Agreement are severable and if any one
or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions, and any
partially enforceable provisions to the extent enforceable, shall
nevertheless be binding and enforceable.
8. This Agreement may be executed in one or more counterparts,
each of which will be deemed an original but all of which together shall
constitute one and the same instrument.
IF THE UNDERSIGNED AGREES WITH THE FOREGOING, SIGN THE SIGNATURE
PAGES TO THIS SUBSCRIPTION AGREEMENT LOCATED IN THE SUBSCRIPTION DOCUMENTS
PROVIDED AND RETURN THEM TO THE ADMINISTRATOR, AND THIS SUBSCRIPTION
AGREEMENT SHALL THEN BECOME A BINDING AGREEMENT BETWEEN THE UNDERSIGNED AND
THE ADMINISTRATOR IN ACCORDANCE WITH ITS TERMS.
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ADDENDUM
________________
Subscription Contingent Upon SEC Approval. The consummation of
the transaction contemplated in the Agreement is contingent upon Investor's
obtaining approval from the Securities and Exchange Commission ("SEC") of a
Form U-1, Application or Declaration under the Public Utility Holding
Company Act of 1935 (the "Application"), which Investor shall file as soon
as practicable with the SEC.
Escrow of Subscription Purchase Price. With the execution of the
Agreement, Investor shall deposit the amount of Two Hundred and Fifty
Thousand Dollars ($250,000) in an escrow account with Chase Manhattan Bank
("Chase"). If the SEC approves the Application, then Investor will direct
Chase to wire transfer the funds from the escrow account to Company and the
Agreement will be legally binding. If the SEC denies the Application, then
the funds in the escrow account will be returned to Investor and the
Agreement will be null and void.
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SUBSCRIPTION AGREEMENT AND OPERATING AGREEMENT
SIGNATURE PAGE
Dated: October 18, 1996
Number of Units subscribed for: 250
Aggregate purchase price ($1,000 per
Unit with a minimum of $100,000 and a $250,000
maximum of $500,000):
SUBSCRIBER: s/R. E. Xxxxxx
(signature) R. E. Xxxxxx, President
(if signing in capacity of officer or trustee, please indicate)
CNG Products and Services, Inc. 00-0000000
(print exact name in which (Tax Identification Number)
Units will be held)
CNG Tower
000 Xxxxxxx Xxxxxx
(address)
Pittsburgh, PA 15222-3199
SUBSCRIPTION ACCEPTED:
AMERICAN GAS FINANCE COMPANY,
L.L.C.
By: American Gas Association, its
Administrator
By:
Its:
