PRINCIPAL SHAREHOLDERS AGREEMENT
This PRINCIPAL SHAREHOLDERS AGREEMENT (this "Agreement") dated as of
September 9, 2001, is made by and among Dominion Resources, Inc., a Virginia
corporation ("Parent"), and Louis Dreyfus Commercial Activities Inc., Louis
Dreyfus Natural Gas Holdings Corp. ("NGHC") and L.D. Fashions Holdings Corp.
(each a "Shareholder" and collectively, the "Shareholders"), shareholders of
Louis Dreyfus Natural Gas Corp., an Oklahoma corporation (the "Company").
RECITALS
A. Simultaneously herewith Parent is entering into an Agreement and
Plan of Merger among Parent, Consolidated Natural Gas Company, a Delaware
corporation and a wholly owned subsidiary of Parent ("Sub"), and the Company
dated as of September 9, 2001 (the "Merger Agreement").
B. The Merger Agreement provides for (i) the merger (the "Merger") of
the Company with and into Sub. Pursuant to the Merger, the holders of the
outstanding capital stock of the Company will receive the applicable
consideration set forth in the Merger Agreement. Upon consummation of the
Merger, the company will be a wholly owned subsidiary of Parent.
C. Each Shareholder owns of record and beneficially the number of
shares of common stock, $0.01 par value, of the Company (the "Company Shares)
set opposite its name on Annex A hereto.
D. As a condition to its willingness to enter into the Merger
Agreement, Parent has required that each Shareholder agree, and each
Shareholder has agreed, among other things, to execute and deliver this
Agreement with respect to the Company Shares now owned or in the future
acquired by each such Shareholder (all such shares, including those now owned
and those acquired in the future being referred to herein as the "Shares"), on
the terms and conditions provided for herein.
E. Capitalized terms used but not defined herein shall have the
meanings set forth in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties and agreements herein contained, the parties
hereto agree as follows:
Section 1. Agreement to Vote the Shares. Each Shareholder, in its
capacity as such, hereby agrees that during the period commencing on the date
hereof and continuing until the termination of this Agreement in accordance
with its terms (the "Voting Period"), at any meeting (or any adjournment or
postponement thereof) of the holders of any class or classes of the capital
stock of the Company, called with respect to any of the following or in
connection with the written consent of the holders of any class or classes of
the capital stock of the Company with respect to any of the following, it
shall vote (or cause to be voted) its Shares (x) in favor of the approval of
the terms of the Merger Agreement and each of the other transactions
contemplated by the Merger Agreement (and any actions required in furtherance
thereof), (y) against any action, proposal, transaction or agreement that to
the knowledge of such Shareholder would constitute a breach in any material
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company or any of its subsidiaries under the Merger Agreement
or of such Shareholder under this Agreement, and (z) except as otherwise
agreed to in writing in advance by Parent, against the following actions or
proposals (other than the transactions contemplated by the Merger Agreement):
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(i) any extraordinary corporate transaction, such as a merger, consolidation
or other business combination involving the Company or any of its subsidiaries
and any Company Acquisition Proposal; (ii) a sale, lease or transfer of a
significant part of the assets of the Company or any of its subsidiaries, or a
reorganization, recapitalization, dissolution or liquidation of the Company or
any of its subsidiaries (each of the actions in clauses (i) or (ii), a
"Business Combination"); and (iii) (A) any change in the persons who
constitute the board of directors of the Company that is not approved in
advance by at least a majority of the persons who were directors of the
Company as of the date of this Agreement (or their successors who were so
approved); (B) any change in the present capitalization of the Company or any
amendment of the Company's articles or incorporation or bylaws; (C) any other
material change in the Company's corporate structure or business; or (D) any
other action or proposal involving the Company or any of its subsidiaries that
is intended, or to the knowledge of such Shareholder would reasonably be
expected, to prevent, impede, or materially interfere with, delay or postpone
the transactions contemplated by the Merger Agreement. Any such vote shall be
cast or consent shall be given in accordance with such procedures relating
thereto as shall ensure that it is duly counted for purposes of determining
that a quorum is present and for purposes of recording the results of such
vote or consent. Each Shareholder agrees not to enter into any agreement,
letter of intent, agreement in principle or understanding with any person that
violates or conflicts with or could reasonably be expected to violate or
conflict with the provisions and agreements contained in this Agreement or the
Merger Agreement.
Section 2 Grant of Irrevocable Proxy. Each Shareholder, in its
capacity as such, hereby irrevocably appoints Parent or any designee of Parent
the lawful agent, attorney and proxy of each such Shareholder, during the
Voting Period (which proxy shall be automatically revoked without any further
action on the part of such Shareholder at the end of the Voting Period) at any
meeting of the shareholders of the Company, called with respect to any of the
following or in connection with any written consent of the shareholders of the
Company with respect to any of the following, to vote (or cause to be voted)
the Shares held of record or beneficially by such Shareholder (a) in favor of
the execution and delivery by the Company of the Merger Agreement and the
approval of the terms thereof and each of the other actions contemplated by
the Merger Agreement, this Agreement and any actions required in furtherance
hereof and thereof; (b) against any action or agreement that to the knowledge
of such Shareholder would constitute a breach in any material respect of any
covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or this Agreement; and (c) against the
actions or proposals (other than the transactions contemplated by the Merger
Agreement) described in clause (z) of Section 1. Each Shareholder intends
this proxy to be irrevocable and coupled with an interest and will take such
further action or execute such other instruments as may be necessary to
effectuate the intent of this proxy and hereby revokes any proxy previously
granted by it with respect to its Shares. Each Shareholder shall not during
the term of this Agreement purport to vote (or execute a consent with respect
to) its Shares in connection with any of the matters specified in clauses (a),
(b) or (c) of this Section 2 (the "Specified Matters") (other than through
this irrevocable proxy) or grant any other proxy or power of attorney with
respect to any of its Shares in respect of the Specified Matters, deposit any
of its Shares into a voting trust or enter into any agreement (other than this
Agreement), arrangement or understanding with any person, directly or
indirectly, to vote, grant any proxy or give instructions with respect to the
voting of any of its Shares in connection with any of the Specified Matters.
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Section 3 Representations and Warranties of Parent. Parent hereby
represents and warrants to each Shareholder as follows:
(a) Due Authorization; Binding Agreement. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby
have been duly and validly authorized by the Board of Directors of Parent, and
no other corporate proceedings on the part of Parent are necessary to
authorize this Agreement or to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by
Parent and constitutes a valid and binding agreement of Parent enforceable
against Parent in accordance with its terms, except that such enforceability
(i) may be limited by bankruptcy, insolvency, moratorium or other similar laws
affecting or relating to enforcement of creditors' rights generally and (ii)
is subject to general principles of equity.
(b) No Conflicts. Except for (i) filings under the HSR Act, if
applicable, (ii) the applicable requirements of the Securities Act of 1933, as
amended (the "Securities Act") and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), (iii) the applicable requirements of state
securities, takeover or Blue Sky laws and (iv) such notifications, filings,
authorizing actions, orders and approvals as may be required under other laws,
(A) no filing with, and no permit, authorization, consent or approval of, any
state, federal or foreign public body or authority is necessary for the
execution of this Agreement by Parent and the consummation by each of the
transactions contemplated hereby and (B) neither the execution and delivery of
this Agreement by Parent nor the consummation by it of the transactions
contemplated hereby nor compliance by it with any of the provisions hereof
shall (1) conflict with or result in any breach of any provision of its
certificate of incorporation or by-laws (or similar documents), (2) result in
a violation or breach of, or constitute (with or without notice or lapse of
time or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
contract, agreement or other instrument or obligation to which it is a party
or by which it or any of its properties or assets may be bound or (3) violate
any order, writ, injunction, decree, statute, rule or regulation applicable to
it or any of its properties or assets, except in the case of (2) or (3) for
violations, breaches or defaults which would not, individually or in the
aggregate, reasonably be expected to materially impair the ability of Parent
to perform its obligations hereunder.
(c) Good Standing. Parent is a corporation duly organized, validly
existing and in good standing under the laws of Commonwealth of Virginia and
has all requisite corporate power and authority to execute and deliver this
Agreement.
Section 4 Representations and Warranties of the Shareholders. Except
in the case of NGHC with respect to the terms of the Grant of Security
Interests, dated as of September 8, 1999, from NGHC to the judgment creditor
named therein referred to in Amendment No. 6 to Schedule 13D dated July 5,
2000 filed by the Shareholders with the Securities and Exchange Commission and
the documents related thereto (the "Judgment Documents"), each Shareholder
hereby severally and not jointly represents and warrants to Parent as follows:
(a) Ownership of Shares. Such Shareholder is the owner of the number of
Shares set forth opposite its name on Annex A hereto and has the power to vote
and dispose of such Shares.
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(b) Due Authorization; Binding Agreement. The execution and delivery of
this Agreement by such Shareholder and the consummation of the transactions
contemplated hereby have been duly authorized by the board of directors of
such shareholder and no other corporate proceedings on the part of any such
Shareholder is necessary to authorize this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by such Shareholder and constitutes a valid and binding
agreement of each such Shareholder enforceable against each such Shareholder
in accordance with its terms, except that such enforceability (i) may be
limited by bankruptcy, insolvency, moratorium or other similar laws affecting
or relating to enforcement of creditors' rights generally and (ii) is subject
to general principles of equity.
(c) No Conflicts. Except for (i) filings under the HSR Act, if
applicable, (ii) the applicable requirements of the Exchange Act and the
Securities Act, (iii) the applicable requirements of state securities,
takeover or Blue Sky laws, (iv) such notifications, filings, authorizing
actions, orders and approvals as may be required under other laws, (A) no
filing by any Shareholder with, and no permit, authorization, consent or
approval of, any state, federal or foreign public body or authority is
necessary for the execution of this Agreement by any Shareholder and the
consummation by any such Shareholder of the transactions contemplated hereby
and (B) neither the execution and delivery of this Agreement by any
Shareholder nor the consummation by any Shareholder of the transactions
contemplated hereby nor compliance by any Shareholder with any of the
provisions hereof shall (1) conflict with or result in any breach of any
provision of the certificate of incorporation, by-laws, trust or charitable
instruments (or similar documents) of any such Shareholder, (2) result in a
violation or breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
contract, agreement or other instrument or obligation to which any such
Shareholder is a party or by which it or any of its properties or assets may
be bound or (3) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to any such Shareholder or any of its properties or
assets, except in the case of (2) or (3) for violations, breaches or defaults
which individually or in the aggregate would not reasonably be expected to
materially adversely affect the ability of any such Shareholder to perform its
obligations hereunder.
Section 5 Certain Covenants of the Shareholders. Each Shareholder,
severally and not jointly, hereby covenants and agrees as follows:
(a) No Solicitation. During the term of this Agreement, each
Shareholder will not and will not authorize and will use its reasonable best
efforts to cause its officers, directors, employees, representatives and
agents in their respective capacities as shareholders of the Company not to,
directly or indirectly, solicit, facilitate, participate in or initiate any
inquiries or the making of any proposal by any person or entity (other than
Parent) which constitutes, or may reasonably be expected to lead to any sale
of the Shares or any Company Acquisition Proposal, except to the extent that
such action is taken by such Shareholder or such other persons in connection
with or relating to actions permitted to be taken by the Company in compliance
with Section 6.1 of the Merger Agreement. If any Shareholder, or any officer,
director, employee, representative or agent of such Shareholder, receives an
inquiry or proposal with respect to the sale of Shares, then such Shareholder
shall promptly inform Parent of the terms and conditions, if any, of such
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inquiry or proposal and the identity of the person making it. Each
Shareholder shall, and shall cause its respective officers, directors,
employees, representatives and agents to, immediately cease and cause to be
terminated any existing activities, discussions or negotiations with any
parties conducted heretofore with respect to any of the foregoing.
(b) Restriction on Transfer, Proxies and Non-Interference. Each
Shareholder hereby agrees, from the date hereof through the earlier of (x) the
Closing Date or (y) termination of this Agreement pursuant to Section 13(f)
hereof, and except as contemplated hereby and except for pledges in existence
as of the date hereof, not to (i) sell, transfer, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any of its Shares (except for a transfer
to an affiliate of such Shareholder who agrees to be bound by the terms of
this Agreement, a "Permitted Transferee") or (ii) grant any proxies in
connection with Specified Matters, deposit its Shares into a voting trust or
enter into a voting agreement with respect to its Shares or (iii) take any
action that would make any representation or warranty of such Shareholder
contained herein untrue or incorrect or have the effect of preventing,
impeding, interfering with or adversely affecting the performance by such
Shareholder of its obligations under this Agreement.
Section 6 Legend. Each Shareholder shall promptly cause the
following legend to be conspicuously noted on each certificate representing
its Shares:
"The shares represented by this certificate are subject to
a Principal Shareholders Agreement dated as of September 9, 2001.
The Principal Shareholders Agreement restricts the
transferability of the shares represented by this certificate and
includes a voting agreement and an irrevocable proxy to vote the
shares represented by this certificate."
Section 7 Further Assurances. From time to time, at the other
party's request and without further consideration, each party hereto shall
execute and deliver such additional documents and take all such further action
as may be necessary or desirable to effectuate the transactions contemplated
by this Agreement.
Section 8. Fiduciary Duties. Nothing in this Agreement shall prevent
any officer, director, employee, representative or agent of any Shareholder
from taking any action which is required in such person's good faith judgment
to fulfill his or her fiduciary duties as a director of the Company in his or
her capacity as such.
Section 9. Lockup. Each Shareholder agrees it will not, prior to the
date which is ninety (90) days after the Closing Date (as defined in the
Merger Agreement) (the "Lockup Date") offer to sell, grant any option for the
sale of, or otherwise dispose of any of the common shares of Parent, no par
value, received by such Shareholder in the Merger ("Parent Common Shares")
other than to a Permitted Transferee. From and after the Lockup Date through
the date which is one year after the Lockup Date, the Shareholders agree that
without the prior written consent of Parent (which shall not be unreasonably
withheld or delayed), they collectively will not, directly or indirectly sell,
offer to sell, grant any option for the sale of, or otherwise dispose of in
excess of 10% of the aggregate number of Parent Common Shares received by the
Shareholders in the Merger during any calendar month, except to a Permitted
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Transferee.
Section 10. Rule 145; Parent Common Shares Legends. Parent shall be
entitled to place restrictive legends relating to the transfer restrictions
imposed by Rule 145 under the Securities Act and this Agreement on the
certificates representing the Parent Common Shares received by the
Shareholders, and Parent will provide each Shareholder with certificates
without such legends on request in connection with transfers in compliance
with Rule 145 or when such transfer restrictions cease to be applicable to
such Shareholder.
Section 11. Judgment Documents. Nothing contained in this Agreement
is intended to constitute an agreement to violate the Judgment Documents.
NGHC agrees to use reasonable best efforts to substitute as promptly as is
practicable other collateral for the Shares securing its obligations under the
Judgment Documents and to obtain the release of the Shares thereunder.
Section 12. Trading Restrictions. The Shareholders agree that for
the five full trading days immediately following the parties' execution of
this Agreement, neither the Shareholders nor any person affiliated with the
Shareholders will sell physical gas contracts or gas-related financial
derivatives in excess of fifty (50) NYMEX gas contracts equivalents per month
for the calendar years 2002 and 2003.
Section 13. Miscellaneous.
(a) Entire Agreement; Assignment. This Agreement, together with the
Merger Agreement dated the date hereof, (i) constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof and (ii) shall not be
assigned by operation of law or otherwise, provided that Parent may assign its
rights and obligations hereunder to any direct or indirect wholly owned
subsidiary of Parent, but no such assignment shall relieve Parent of its
obligations hereunder if such assignee does not perform such obligations.
(b) Amendments. This Agreement may not be modified, amended, altered or
supplemented, except upon the execution and delivery of a written agreement
executed by each Shareholder and Parent.
(c) Publication. Each Shareholder hereby consents to disclosure in the
Proxy Statement/Prospectus (including all documents and schedules filed with
the SEC) and press releases with respect to the Merger in accordance with the
Merger Agreement, the identity of such Shareholder and ownership of its Shares
and the nature of its commitments, arrangements and understandings pursuant to
this Agreement. Parent agrees to give each Shareholder a reasonable
opportunity to review the disclosures referenced in the immediately preceding
sentence.
(c) Notices. All notices required to be given hereunder shall be in
writing and shall be deemed to have been given if (i) delivered personally or
by documented courier or delivery service, (ii) transmitted by facsimile
during normal business hours or (iii) mailed by registered or certified mail
(return receipt requested and postage prepaid) to the following listed persons
at the addresses and facsimile numbers specified below, or to such other
persons, addresses or facsimile numbers as a party entitled to notice shall
give, in the manner hereinabove described, to the others entitled to notice:
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If to any Shareholder, to the persons listed opposite the name of such
Shareholder on Annex A hereto.
If to Parent, to:
Dominion Resources, Inc.
120 Tredegar Street
Richmond, Virginia 23219
Attention: James F. Stutts
Vice President and General Counsel
Facsimile No.: 804-819-2233
with a copy to:
McGuireWoods LLP
One James Center
901 E. Cary Street
Richmond, Virginia 23219
Attention: Leslie A. Grandis
Facsimile No.: 804-775-1061
If given personally or by documented courier or delivery service, or
transmitted by facsimile, a notice shall be deemed to have been given when it
is received. If given by mail, it shall be deemed to have been given on the
third business day following the day on which it was posted.
(d) Governing Law. Except to the extent that the OGCA applies with
respect to issues of corporate mechanics because the Company is an Oklahoma
corporation, this Agreement shall be governed in all respects by the laws of
the State of New York without regard to any laws or regulations relating to
choice of laws (whether of the State of New York or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than
the State of New York.
(e) Cooperation as to Regulatory Matters. If so requested by Parent,
promptly after the date hereof, each Shareholder will use its reasonable
commercial efforts to make all filings that are required to be made by such
Shareholder under the HSR Act or other regulatory approvals required in
connection with the transactions contemplated hereby.
(f) Termination. This Agreement shall terminate on the earlier of (i)
the Effective Time or (ii) the termination of the Merger Agreement in
accordance with its terms; provided that Sections 1 and 2 of this Agreement
shall terminate, and the Voting Period shall be deemed to have ended, as to
any Shares held by any Shareholder in excess of the number of Shares set forth
after such Shareholder's name under the heading "Minimum Shares" on Annex A in
the event the board of directors of the Company in the exercise of its
fiduciary duties withdraws, modifies or changes in any manner adverse to
Parent its recommendation of the Merger and, provided further, that if this
Agreement shall terminate as a result of the occurrence of the Effective Time,
the agreements set forth in Section 9 shall survive the Effective Time for the
time periods provided in Section 9 and the agreements set forth in Sections 10
and 11 shall survive the Effective Time.
(g) Specific Performance. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it
would not have an adequate remedy at law for money damages, and therefore,
<Page> 8
each of the parties hereto agrees that in the event of any such breach the
aggrieved party shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by
any party shall not preclude the simultaneous or later exercise of any other
right, power or remedy by such party.
(i) Waivers. Except as provided in this Agreement, no action taken
pursuant to this Agreement, including, without limitation, any investigation
by or on behalf of any party, shall be deemed to constitute a waiver by the
party taking such action of compliance with any representations, warranties,
covenants or agreements contained in this Agreement. The waiver by any party
hereto of a breach of any provision hereunder shall not operate or be
construed as a waiver of any prior or subsequent breach of the same or any
other provision hereunder.
(j) Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, and
delivered by means of facsimile transmission or otherwise, each of which when
so executed and delivered shall be deemed to be an original and all of which
when taken together shall constitute but one and the same agreement. If any
party hereto elects to execute and deliver a counterpart signature page by
means of facsimile transmission, it shall deliver an original of such
counterpart to each of the other parties hereto within ten days of the date
hereof, but in no event will the failure to do so affect in any way the
validity of the facsimile signature or its delivery.
(k) Headings. Headings of the Sections of this Agreement are for the
convenience of the parties only, and shall be given no substantive or
interpretative effect whatsoever.
(l) Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of
any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision
had never been contained herein.
[END OF PAGE]
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of
each of the parties hereto, all as of the date first above written.
DOMINION RESOURCES, INC.
By: /s/ Thos. E. Capps
---------------------
Name: Thos. E. Capps
Title: Chairman, President and
Chief Executive Officer
LOUIS DREYFUS COMMERCIAL ACTIVITIES INC.
By: /s/ Ernest F. Steiner
----------------------
Name: Ernest F. Steiner
Title:
LOUIS DREYFUS NATURAL GAS HOLDINGS CORP.
By: /s/ Robert L. Bryant
---------------------
Name: Robert L. Bryant
Title: President
L.D. FASHIONS HOLDINGS CORP.
By: /s/ Robert L. Bryant
---------------------
Name: Robert L. Bryant
Title: President
<Page> 10
ANNEX A
Name of Total Number of Minimum Shares Notice Information
Shareholder Shares
Louis Dreyfus 750,000 500,000 10 Westport Road
Commercial Wilton, CT
Activities Inc. 06897-0810
Attn: Andrew J. Connelly
Fax: (203) 761-8321
Louis Dreyfus Natural 11,000,000 7,300,000 Baynard Building
Gas Holdings Corp. Suite 210E
3411 Silverside Road
Wilmington, DE 19810-4808
Attn: Robert L Bryant
Fax: (302) 477-1561
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Attn: Robert E. Spatt, Esq.
Fax: (212) 455-2502
L.D. Fashions 7,400,000 4,900,000 Baynard Building
Holdings Corp. Suite 210E
3411 Silverside Road
Wilmington, DE 19810-4808
Attn: Robert L Bryant
Fax: (302) 477-1561
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Attn: Robert E. Spatt, Esq.
Fax: (212) 455-2502