1
Providence Energy Corporation
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
March 31, 0000
Xxxxxxxx Xxxxx Company
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of November
15, 1999 (as amended, supplemented or modified from time to time, the "Merger
Agreement"), among Southern Union Company ("Southern Union"), XXX Acquisition
Corporation and Providence Energy Corporation ("Providence Energy").
Notwithstanding anything to the contrary contained in the
Confidentiality Agreement (the "Agreement") between Providence Energy and
Southern Union, Providence Energy hereby consents to the purchase by Southern
Union of outstanding shares of common stock of Providence Energy ("Providence
Energy Common Stock"), prior to the termination of the Merger Agreement in
accordance with its terms, through open market purchases or in privately
negotiated transactions (the "Purchases") in an aggregate amount not to exceed
4.9% of the outstanding shares of Providence Energy Common Stock, provided that:
(1) Southern Union obtains all necessary consents for the Purchases;
(2) the Purchases otherwise are made in accordance with all applicable
laws and regulations; and
(3) prior to any such Purchase, Southern Union executes and delivers to
Providence Energy a voting agreement and irrevocable proxy in the form
of Exhibit A hereto.
Sincerely,
PROVIDENCE ENERGY CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President and Chief Financial
Officer and President
2
Exhibit A
FORM OF VOTING AGREEMENT AND IRREVOCABLE PROXY
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger among
Southern Union Company ("Southern Union"), XXX Acquisition Corporation ("XXX")
and Providence Energy Corporation ("Providence Energy"), dated as of November
15, 1999 (as amended, supplemented or otherwise modified from time to time, the
"Merger Agreement"), pursuant to which, among other things, XXX will be merged
with and into Providence Energy. In connection therewith, the undersigned
agrees, upon each and every oral or written request or direction by Providence
Energy, and in accordance with such request or direction, (i) to vote each of
the shares of common stock (par value $1 per share) of Providence Energy
beneficially owned by the undersigned (the "Shares") entitled to vote as of the
record date for the Special Meeting of Shareholders of Providence Energy called
for the purpose of voting on the Merger Agreement, either in person or by proxy,
in favor of the approval of the Merger Agreement and the transactions
contemplated thereby and (ii) to vote the Shares, either in person or by proxy,
on any other matter that is not inconsistent with the Merger Agreement and the
transactions contemplated thereby submitted to Providence Energy's shareholders
for approval in the same proportion as the votes cast by the shareholders of
Providence Energy other than Southern Union. The undersigned irrevocably
appoints each of Xxxxx X. Xxxxx and Xxxxx XxXxxxx attorney-in-fact and proxy of
the undersigned, with full power of substitution, to vote the Shares on its
behalf pursuant to the preceding sentence. This appointment is effective upon
execution of this proxy and shall be valid until (A) in the case of clause (i)
of the second preceding sentence, the earlier to occur of (i) the termination of
the Merger Agreement in accordance with its terms or (ii) the consummation of
the transactions contemplated by the Merger Agreement and (B) in the case of
clause (ii) of the second preceding sentence, the earliest to occur of (i)
October 6, 2001, (ii) the sale of the Shares to one or more parties unaffiliated
with Southern Union in open market transactions or (iii) the consummation of the
transactions contemplated by the Merger Agreement. This proxy is irrevocable and
shall be deemed to be coupled with an interest. The execution of this proxy
shall revoke all prior proxies or written consents given by the undersigned at
any time with respect to the Shares and no subsequent proxies or written
consents may be given (and if given will be deemed not to be effective) by the
undersigned with respect to the Shares.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to execute this proxy, and has, or will
have, good and unencumbered title to the Shares, free and clear of all liens,
restrictions, charges and encumbrances, and not subject to any adverse claim, in
any such case that would preclude the effectiveness of this proxy. The
undersigned will, upon request, execute and deliver any additional documents and
take such further actions necessary or desirable to carry out the purposes of
this proxy. All authority conferred or agreed to be conferred in this proxy
shall be binding upon the successors, assigns, executors, administrators,
trustees in bankruptcy and legal representatives of the undersigned.
SOUTHERN UNION COMPANY
By:
---------------------------------
Name:
Title:
Dated:
