ex10t.htm


    

      [on Enron
letterhead]

      Exhibit 10(t)


      


      


      April 3,
2000

      


      


      El Paso
Energy Corporation

      1001
Louisiana Street

      Houston,
Texas  77002

      Attention:  Mr.
John W. Somerhalder II

      


      Citrus
Corp.

      1400
Smith Street

      Houston,
Texas  77002

      Attention:  Mr.
Roderick J. Hayalett

      


      Gentlemen:

      


      Reference is made to that certain
Capital Stock Agreement, dated June 30, 1986, among El Paso Energy Corporation
(as successor interest to Sonat, Inc. (“Sonat”) by virtue of a merger) (“El
Paso”), Enron Corp. (as successor in interest to InterNorth, Inc. by virtue of a
name change and successor in interest to Houston Natural Gas corporation by
virtue of a merger) (“Enron”) and Citrus Corp. (“Citrus”) (the “Capital Stock
Agreement”) relating to the ownership by El Paso and Enron of the Capital Stock
of Citrus and its wholly owned subsidiaries, including particularly, Florida Gas
Transmission Company (“FGT”).

       

      El Paso is currently (or maybe)
involved in a administrative proceeding with the Federal Trade Commission and/or
other applicable governmental agencies or departments (each a “Governmental
Agency”) involving a review by a Governmental Agency of El Paso’s announced
planned merger with The Coastal Corporation (the “Coastal
Merger”).  Enron and El Paso have discussed the alternatives available
under the Capital Stock Agreement if in connection with obtaining governmental
or regulatory clearance for the Coastal Merger, El Paso is required to divest
its shares of Capital Stock (as defined in the Capital Stock
Agreement).  In this regard, it is the desire of El Past, Enron and
Citrus to amend and supplement the Capital Stock Agreement (x) eliminate
Section 15 thereof and (y) provide procedures with respect to the possible
sale by El Paso of its shares of Capital Stock.

       

      Accordingly, it is agreed by and
between El Paso, Enron and Citrus as follows:

       

      1. The
Capital Stock Agreement is hereby amended to delete therefrom Section 15
thereof, which section shall henceforth be of no further force and
effect.

       

      2. In the
event that El Paso is required to divest its shares of Capital Stock owned by it
in connection with obtaining governmental or regulatory clearance for the
Coastal Merger:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


        El Paso
Energy Corporation

        Citrus
Corp.

        April 3,
2000

        Page
2



      (i) El Paso
shall give notice (a “First Offer Notice”) in writing to Enron stating that El
Paso intends to divest all of the shares of Capital Stock owned by it and
offering Enron the opportunity to purchase such shares at a price proposed by El
Paso (the “Proposed Price”).

       

      (ii) Within 30
days from receipt of a First Offer Notice, Enron shall deliver a notice to El
Paso stating whether Enron accepts the offer contained in the First Offer Notice
and if Enron fails to deliver such notice within such 30-day period, Enron shall
be deemed conclusively to have delivered a notice stating that Enron does not
accept such offer.

       

      (iii) In the
event that, within 30 days of receipt of a First Offer Notice, Enron delivers a
notice (an “Acceptance Notice”) to El Paso to the effect that Enron accepts the
offer contained in the First Offer Notice, the First Offer Notice and the
Acceptance Notice delivered by Enron shall constitute an agreement binding on El
Paso and Enron to sell and purchase the shares of Capital Stock of Citrus to be
sold by El Paso, subject to the approval of any governmental or regulatory
authority having jurisdiction, at the Proposed Price.  Any sale of
Capital Stock pursuant to this paragraph (iii) shall be (a) completed by payment
of the Proposed Price to El Paso in immediately available funds against delivery
by El Paso of the certificates for the Capital Stock duly endorsed in blank,
free and clear of all liens, claims or encumbrances and with requisite transfer
taxes, if any, fully paid and (b) closed at such time and place as shall be
agreed upon by Enron and El Paso and, if no such agreement is reached, during
normal business hours at the principal offices of El Paso on the 5th
business day following the later of (x) a Governmental Agency’s approval of
a decree, order or agreement requiring the divestitures of El Paso’s shares of
Capital Stock, and (y) the receipt of necessary government or regulatory
approval of the sale of shares of Capital Stock pursuant to paragraph
(iii).

       

      (iv) If Enron
declines the offer contained in the First Offer Notice or fails to accept that
offer within the 30-day period specified above, El Paso shall be free to sell
such Capital Stock to any unaffiliated third-party purchaser (such sale, a
“Third Party Sale”) without complying with the provisions of Section 3(d) of the
Capital Stock Agreement (and notwithstanding any limitations contained in
Section 3 of the Capital Stock Agreement) so long as:

       

      
        	
                (a)  

              	
                El Paso enters into an agreement
      with respect to such Third Party Sale within six months of the date of
      receipt by Enron of the First Offer
Notice;

              


      

       

      
        	
                (b)  

              	
                the Third Party Sale is a cash
      transaction at a price no loss than the Proposed Price;
  and

              


      

       

      
        	
                (c)  

              	
                the third-party purchaser shall,
      before the consummation of the Third Party Sale, have entered into an
      agreement with Enron, in form and substance reasonably satisfactory to
      Enron, whereby such purchaser assumes the same obligations and becomes
      entitled to the same benefits as El Paso under the terms of the Capital
      Stock Agreement (as amended pursuant to this letter
      agreement).

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


        El Paso
Energy Corporation

        Citrus
Corp.

        April 3,
2000

        Page
3

      

       

      Any Third
Party Sale in accordance with clauses (a), (b), and (c) of this paragraph (iv)
is referred to as a “Permitted Sale.”

       

      (v) If (x)
Enron declines the offer contained in the First Offer Notice or fails to accept
that offer within the 30-day period specified above and (y) El Paso agrees to
sell shares of Capital Stock other than in a Permitted Sale, El Paso shall,
prior to consummating such sale, provide Enron with a right of first refusal in
compliance with the terms of Section 3(d) of the Capital Stock Agreement (but
without regard for any limitation contained in Section 3(h) of the Capital Stock
Agreement), except that the references in Section 3(d) of the Capital Stock
Agreement to “60 days,” “60-day period” and “120th day”
shall be deemed to be “30 days,” “30-day period” and “30th day,”
respectively.

       

      (vi) Any sale
or transfer of Capital Stock other than pursuant to paragraphs (iii), (iv) and
(v) above shall be subject to the terms of the Capital Stock Agreement (as
amended by Sections 1, 3 and 4 hereof).

       

      3. Notwithstanding
anything to the contrary contained in this letter agreement or the Capital Stock
Agreement, any party (a “Purchaser Party”) required to purchase shares of
Capital Stock pursuant to the terms of this letter or the Capital Stock
Agreement may delegate to a third-party the right to purchase such Capital
Stock, provided that (x) such purchase shall be consummated otherwise in
accordance with the terms of this letter and/or the Capital Stock Agreement, as
applicable, and (y) such delegation shall not relieve that Purchaser Party of
its obligation to purchase such Capital Stock in the event that such third-party
fails to so consummate such purchase.

       

      4. In
addition, Enron and El Paso shall cause Citrus to, and Citrus shall cause its
subsidiaries to, cooperate in connection with any proposed sale of Capital
Stock, including (x) in the preparation by the selling party of any offering
memorandum or similar document relating thereto and (y) with any reasonable due
diligence investigation of Citrus, its subsidiaries and their respective assets
and businesses (which shall include customary management presentations) sought
to be performed by any potential purchaser so long as such potential purchaser
executes a confidentiality agreement containing customary terms.

       

      5. As
amended and supplemented above, the provisions of the Capital Stock Agreement
are confirmed by the parties to be and remain in full force and
effect.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        El Paso
Energy Corporation

        Citrus
Corp.

        April 3,
2000

        Page
4



      If the
foregoing sets forth the terms of our agreement, please sign both copies of this
letter in the designated space and return one (1) copy to the
undersigned.

       

      Very
truly yours,

      


      ENRON
CORP.

      


      


      By: /s/ STANLEY C.
HORTON

      Stanley
C. Horton

      Chairman
and CEO

      Enron Gas
Pipeline Group

      


      AGREED TO
AND ACKNOWLEDGED

      this
4th
day of April, 2000.

      


      EL PASO
ENERGY CORPORATION

      


      


      By: /s/ JOHN W.
SOMERHALDER

      John W.
Somerhalder II

      President

      El Paso
Energy Pipeline Group

      


      CITRUS
CORP.

      


      


      By: /s/ RODERICK J.
HAYALETT

      Roderick
J. Hayalett

      Senior
Vice President

      Citrus
Corp.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      

    

     

    
 

     

    CAPITAL STOCK
AGREEMENT

     

    


     

    In Connection With
The

     

    


     

    CAPITAL STOCK OF CITRUS
CORP.

     

    


     

    June 30, 1986

     

    


     

    SONAT INC.

     

    


     

    ENRON CORP.

     

    


     

    HOUSTON NATURAL GAS
CORPORATION

     

    


     

    CITRUS CORP.

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    TABLE OF
CONTENTS

     

     

    
      	 	
              Page

            
	
              SECTION
      1 - DEFINITIONS...................................................................................................................................................................................................................................................................................

            	
              2

            
	
              SECTION
      2 - INVESTMENT
      REPRESENTATION..............................................................................................................................................................................................................................................

            	
              8

            
	
              SECTION
      3 - CAPITAL STOCK OF
      CITRUS.......................................................................................................................................................................................................................................................

            	
              8

            
	
              (a)
      Ownership and Original
      Issuance.....................................................................................................................................................................................................................................

            	
              8

            
	
              (b) Transfers of
      Shares Between Principals

              and Their
      Subsidiaries.....................................................................................................................................................................................................................................................

            	
               

              8

            
	
              (c) Disposition
      of
      Shares.........................................................................................................................................................................................................................................................

            	
              10

            
	
              (d)
      Sale of
      Shares......................................................................................................................................................................................................................................................................

            	
              11

            
	
              (e) Pledge
      of Shares and
      Rights under this
      Agreement�.................................................................................................................................................................................................

            	
              14

            
	
              (f) Opinion
      of
      Counsel.............................................................................................................................................................................................................................................................

            	
              15

            
	
              (g) Legend
      on
      Certificates.......................................................................................................................................................................................................................................................

            	
              16

            
	
              (h) Limitations...........................................................................................................................................................................................................................................................................

            	
              16

            
	
              SECTION
      4 - BOARD OF
      DIRECTORS................................................................................................................................................................................................................................................................

            	
              17

            
	
              SECTION
      5 - CHAIRMAN OF THE
      BOARD......................................................................................................................................................................................................................................................

            	
              18

            
	
              SECTION
      6 - INFORMAL MEETINGS OF
      PRINCIPALS.................................................................................................................................................................................................................................

            	
              19

            
	
              SECTION
      7 - PERFORMANCE OF
      AGREEMENTS..........................................................................................................................................................................................................................................

            	
              19

            
	
              SECTION
      S - PRINCIPAL
      OFFICE
      OF
      CITRUS.................................................................................................................................................................................................................................................

            	
              19

            
	
              SECTION
      9 -
      AUDITORS.....................................................................................................................................................................................................................................................................................

            	
              19

            
	
              SECTION
      10
      - INSPECTION;
      BOOKS AND
      RECORDS..................................................................................................................................................................................................................................

            	
              20

            
	
              SECTION
      1l-OPERATING
      AGREEMENT..........................................................................................................................................................................................................................................................

            	
              20

            
	
              SECTION
      12 - PIPELINE
      EXPANSION..............................................................................................................................................................................................................................................................

            	
              20

            
	
              SECTION
      13 -
      FINANCING.................................................................................................................................................................................................................................................................................

            	
              21

            
	
              SECTION
      14 - VOTING SECURITIES OF THE PRINCIPALS........................................................................................................................................................................................................................

            	
              21

            
	
              SECTION
      15 - BUY-SELL
      RIGHTS.....................................................................................................................................................................................................................................................................

            	
              23

            
	
              SECTION
      16 - CHANGE OF
      CONTROL............................................................................................................................................................................................................................................................

            	
              26

            
	
              SECTION
      17 - TERM OF
      AGREEMENT............................................................................................................................................................................................................................................................

            	
              31

            
	
              SECTION
      18 -
      NOTICE.........................................................................................................................................................................................................................................................................................

            	
              32

            
	
              SECTION
      19 - GOVERNING
      LAW......................................................................................................................................................................................................................................................................

            	
              33

            
	
              SECTION
      20 -
      HEADINGS...................................................................................................................................................................................................................................................................................

            	
              33

            
	
              SECTION
      21 - SUCCESSORS
      BOUND...............................................................................................................................................................................................................................................................

            	
              33

            
	
              SECTION
      22 - NO
      WAIVER................................................................................................................................................................................................................................................................................

            	
              34

            
	
              SIGNATURES........................................................................................................................................................................................................................................................................................................

            	
              34

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    ii.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    CAPITAL
STOCK AGREEMENT

     

    


    THIS
AGREEMENT dated June 30, 1986, among SONAT INC. ("Sonat"),
a Delaware corporation, ENRON CORP. ("Enron"), a Delaware
corporation, formerly named InterNorth, Inc., HOUSTON
NATURAL GAS CORPORATION ("HNG"), a Texas corporation and
wholly owned subsidiary of Enron, and CITRUS CORP. ("Citrus"),
a Delaware corporation.

     

    WITNESSETH:

     

    WHEREAS,
Citrus has, at the date of this Agreement, an authorized capital stock of 1,000
shares of Common Stock, $1 par value
("Common Stock"), consisting of 500 shares of Class A
Common Stock ("Class A Common Stock") and 500 shares of Class
B Common Stock ("Class B Common Stock"); and 

     

    WHEREAS,
at the date of this Agreement, the shares of capital
stock of Citrus which are issued and outstanding are 500
shares of Class A Common Stock, which are owned and held by Sonat,
and 500 shares of Class H Common Stock, which are owned and
held by HNG; and

     

    WHEREAS,
Citrus has two wholly owned subsidiaries, Florida
Gas Transmission Company ("Florida Gas"), a Delaware corporation,
and Florida Intrastate Pipeline Company ("Florida
Intrastate"), a Florida corporation; and

     

    WHEREAS,
Sonat and HNG wish to make certain representations in
connection with the shares of Common Stock now owned by
them; and

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    WHEREAS,
the parties hereto wish to enter into certain agreements relating to the
ownership and disposition of the capital
stock of Citrus, certain business arrangements regarding
the management of Citrus and related matters;

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto agree as follows:

     

    
      	 	
              1.

            	
              Definitions.
      For
      the purposes of this Agreement:

            


    

     

    (a) "Affiliate"
and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as
in effect on the date of this Agreement.

     

    (b) A Person
shall be deemed the "Beneficial Owner" of
and shall be deemed to "beneficially own" any securities:

    (i) which
such Person or any of such Person's Affiliates
or Associates beneficially owns, directly
or indirectly;

    (ii) which
such Person or any of such Person's
Affiliates or Associates, directly or indirectly,
has (A) the right to acquire (whether such
right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement
or understanding, or upon the exercise of


    


    2.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    conversion
rights, exchange rights, rights, warrants
or options, or otherwise; provided,
however, that a
Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own,"
securities
tendered pursuant to a tender or exchange offer
made by or on behalf of such Person or any of such
Person's Affiliates or Associates until such tendered
securities are accepted for purchase; or (B) the
right to vote or dispose of pursuant to any agreement,
arrangement or understanding; provided,
however, that a
Person shall not be deemed the "Beneficial
Owner" of, or to "beneficially own," any
security under this clause (B) as a result of an
agreement, arrangement or understanding to vote such
security if such agreement, arrangement or understanding
(1) arises solely from a revocable proxy
given to such Person in response to a public proxy or
consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations
of the Exchange Act and (2) is not also then reportable on Schedule 13D under
the Exchange Act (or
any comparable or successor report); or

    (iii)
which are beneficially owned, directly or
indirectly, by any other Person (or any Affiliate or Associate thereof) with
which such 

    


    


    


    


    3.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Person
or any of
such Person's Affiliates or Associates has any
agreement, arrangement or understanding for the
purpose of acquiring, holding, voting (except pursuant
to a revocable proxy as described in the proviso to clause (B) of subparagraph
(ii) of this paragraph (b)} or disposing of any securities of a Principal.

     

    (c)"Capital
Stock" means the Common Stock and any class of
capital stock of Citrus hereafter authorized and
includes any security of Citrus convertible into such
stock and any right to purchase or acquire any such stock or
any security convertible into such stock.

     

    (d) A "Change
of Control" of a Principal shall be deemed to
have occurred if (i) any Person shall become the
Beneficial Owner of securities representing 50%or more of
the aggregate voting power of such Principal's outstanding Voting Securities or
(ii) there shall occur a change in the composition of a majority of the Board
of
Directors of such Principal that shall not have received
the prior approval of the Continuing Directors of such Principal; provided, however,
that
neither of the foregoing events shall be deemed to be a Change of Control
if such event has been approved by the Continuing
Directors of the Principal prior to such Person (or any
Affiliate or Associate of such Person) becoming the Beneficial


    


    


    


    


    


    4.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Owner of
20% or more of the aggregate voting power of
such Principal's outstanding Voting Securities.

     

    (e) A
"Continuing Director" of a Principal means each
member of such Principal's Board of Directors as of March 27,
1986 and any successor of a Continuing Director
who is recommended to succeed a Continuing Director by a majority of the
Continuing Directors then in
office.

     

    (f)
"Expansion" means the construction of necessary
pipeline, compression and appurtenant facilities to increase
Florida Gas's capability to deliver gas along its main pipeline system,
generally from Compressor Station 8
in West Baton Rouge Parish, Louisiana, to Compressor Station 20 in St. Lucie
County, Florida, and all gas purchase, transportation and sale agreements
relating to the increased capacity resulting from the expansion.
Said Expansion, which may be accomplished in phases,
is projected to be an increase in delivery capacity
of Florida Gas's main pipeline system of approximately
200,000 MCFD and is intended to serve existing and new
customers along Florida Gas's system in peninsular Florida.

     

    (g)
"Formula Price" shall equal the Purchase Price as
determined in and paid pursuant to the Stock Purchase Agreement
minus one-half of the decrease or plus one-half of
the increase (as the case may be) in the Net Worth of Citrus from 

    


    


    5.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    the end
of the month in which the closing referred to in the Stock Purchase Agreement
occurs until the end of the second month preceding the closing
referred to in Section 16.

     

    (h) "Net
Worth of Citrus" means the consolidated net worth
of Citrus and its subsidiaries determined in accordance
with the generally accepted accounting principles
followed by Citrus, applied on a consistent basis.

     

    (i)
"Operating Agreement" means the Operating Agreement
of even date herewith between Citrus and HNG Interstate
Pipeline Company.

     

    (j) "Parent"
means, with respect to a Subsidiary, its
ultimate corporate parent, Sonat or Enron, as the case may
be.

     

    (k) "Person"
means any individual, corporation, partnership,
joint venture, association, joint stock company,
trust, unincorporated organization or government or
any agency or political organization thereof and shall
include any successor by merger or otherwise of such
Person.

     

    (1)
"Principals" means Sonat and Enron and their respective
successors and assigns.

     

    


     

    


     

    


     

    


     

    


     

    6.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    (m) "Stock
Purchase Agreement" means the Stock Purchase
Agreement dated March 27, 1985 among Sonat, Enron and
HNG.

     

    (n) "Subsidiary"
means a corporation all of the voting
shares (that is, shares entitled to vote for the election of directors, but
excluding shares entitled so to vote
only upon the happening of some contingency unless
such contingency shall have occurred) of which shall be owned by a Principal or
by one or more Subsidiaries or by a Principal and one or more
Subsidiaries.

     

    (o) "Voting
Securities" of a Principal means all outstanding
securities of such Principal entitled under ordinary circumstances to vote for
the election of directors.

     

    (p) "Synergy
Agreements" means the following agreements,
all dated of even date herewith:

    (i) Gas
Supply Agreement between SW Trading Inc. and Florida Gas;

    (ii) Interconnection
Agreement between South Georgia
Natural Gas Company and Florida Gas;

    (iii) Agreement
for the Sale and Purchase of Natural
Gas between Southern Natural Gas Company
("Southern Natural") and Florida Gas; and

    (iv) Capacity
and Expansion Agreement between
Southern Natural and Florida Gas.

    


     

    7.



     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    2. Investment
Representation. Each of
Sonat and HNG hereby
represents that the shares of Common Stock now owned by it
have been acquired for its own account, for investment and not
with a view to the distribution thereof.

     

    3. Capital Stock of
Citrus.

     

    (a) Ownership and Original
Issuance. Unless
otherwise
agreed to by the Principals in writing and except as
otherwise expressly permitted by the provisions of
this Agreement, at all times during the term of this
Agreement (i) Sonat or one of its Subsidiaries shall own
100% of the Class A Common Stock and Enron or one of
its Subsidiaries shall own 100% of the Class B Common
Stock, (ii) no Capital Stock shall be issued to or owned
or held by a Person who is not a Principal or a Subsidiary
of a Principal and (iii) no Capital Stock shall be
issued after the date hereof to a Subsidiary of a
Principal unless such Subsidiary enters into an agreement with
the other Principal, satisfactory in form and substance
to such other Principal, pursuant to which it agrees to
be bound by all the terms and provisions of this
Agreement applicable to its Parent.

     

    (b) Transfers of Shares Between
Principals and Their
Subsidiaries.
Notwithstanding any other provisions of
this Agreement, Capital Stock issued to or owned or
held by a Principal or Subsidiary thereof may be
transferred by such Principal or Subsidiary, as the 

    


    


    8.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    case may
be, to any Subsidiary of such Principal or, in the case
of Capital Stock issued to or owned or held by such
Subsidiary, to such Principal, provided that (i) all such
Capital Stock shall then be held solely by such Principal or Subsidiary, (ii)
notice of such transfer is given to
the other Principal by the Principal making such
transfer or whose Subsidiary is making such transfer,
(iii) any Subsidiary of any Principal to which any Capital
Stock is to be transferred enters into an agreement with
the other Principal, satisfactory in form and substance to such other Principal,
pursuant to which it agrees to be bound by all the terms and provisions of this
Agreement applicable to its Parent, and (iv) prior to the
occurrence of any Subsidiary which owns Capital Stock
ceasing to be a Subsidiary of a Principal, such Subsidiary
shall transfer and such Principal shall acquire
all such Capital Stock.

     

    (c)
 Disposition of
Shares. Neither
Principal nor any Subsidiary of a Principal (nor any pledgee or mortgagee of
a Principal or Subsidiary thereof) may directly or
indirectly (including without limitation any sale of a
Subsidiary that owns Capital Stock) sell or transfer or
otherwise dispose of any Capital Stock owned or held by it
except with the written consent of the other Principal or
as expressly permitted by 

    


    


    


    


    


    


    9.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    this
Section 3 or by Sections
15 or 16 of this Agreement. No Capital Stock owned or
held by either Principal or any Subsidiary of such
Principal may be sold or transferred pursuant to the
provisions of the following Section 3(d) unless all such
stock held by such Principal or Subsidiary is sold and
transferred at the same time at a fixed price, payable in cash, to a single
purchaser, all as hereinafter provided. No Capital Stock may be offered for sale
or sold
under the provisions of Section 3(d) if the terms of the
proposed sale by the Selling Principal (as hereinafter
defined) require the proposed purchaser to undertake
any obligations or liabilities other than payment of the purchase price in cash,
the filing and prosecution
of any necessary notices to, and applications for
any necessary approvals of, regulatory authorities, and compliance with the
provisions of this Agreement.

     

    As used
herein, the term "sell, transfer or otherwise
dispose of" does not include any transfer pursuant to a sale
or lease of all or substantially all the assets of
either Principal or any merger or consolidation of
either Principal, provided that any transferee or
successor (and, if applicable, the ultimate parent of any such
transferee or successors) shall, by 

    


    


    


    


    10.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    agreement
or
operation of law, be bound by the terms and provisions of this Agreement as a
Principal.

     

    (d)
 Sale of
Shares. Subject
to the limitations set forth
in Section 3(h), in the event that either Principal desires to sell or cause to
be sold all the Capital
Stock owned by it or its Subsidiary to a third party for
cash, such Principal or its Subsidiary (the "Selling
Principal") shall first offer or cause to be offered
such stock for sale to the other Principal (the "Purchasing
Principal") at the same price as that provided for
in any bona fide offer received by the Selling Principal
for the purchase of such stock which the Selling Principal is prepared to
accept, in accordance with the
following provisions of this Section 3(d):

    (i) The
Selling Principal shall give notice in
writing to the Purchasing Principal stating that the
Selling Principal desires to sell or cause to be sold
all the Capital Stock held by the Selling Principal,
specifying the price and the party from which
such offer has been received, offering such stock to the Purchasing Principal
and attaching a copy of
such offer.

    (ii) Within 60
days from the receipt of such notice,
the Purchasing Principal shall deliver a notice to
the Selling Principal stating whether the 

    


    


    


    11.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Purchasing
Principal accepts the offer of the Selling
Principal; if the Purchasing Principal fails to deliver such notice within such
60-day period, the Purchasing
Principal shall be deemed conclusively to have
delivered a notice stating that the Purchasing Principal does not accept such
offer.

    (iii) In the
event that, within 60 days from the
receipt of the notice of the Selling Principal referred
to in Section 3(i) above, the Purchasing
Principal delivers a notice to the Selling Principal
to the effect that such Purchasing Principal
accepts the offer of the Selling Principal, delivery
of such notices shall constitute an agreement binding on the Selling Principal
and the Purchasing
Principal to sell and purchase all of the Capital
Stock to be sold by the Selling Principal, subject
to the approval of any regulatory authority having
jurisdiction, at the price stated in the offer of
the Selling Principal.

    (iv) If the
Purchasing Principal declines the offer or
fails to accept the offer of the Selling Principal
within the period specified in Section 3(d)(ii),
the Selling Principal shall be free until the
expiration of the six-month period referred to in
paragraph (v) below to sell 

    


    


    


    


    12.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    such
Capital Stock to the
purchaser at the price specified in the notice
referred to in Section 3(d)(1), provided that the
purchaser shall, before such sale, have entered into an agreement with the other
Principal, in form
and substance reasonably satisfactory to the other
Principal, whereby such purchaser assumes the same obligations and becomes
entitled to the same benefits as the Selling Principal under the terms of this
Agreement.

    (v) In the
event that the Selling Principal does not
complete such a sale within a period of six
months from the date upon which the Selling Principal gave notice to the
Purchasing Principal of its
desire to sell the Capital Stock, all the provisions
of this Section 3(d) shall apply to any future
sale or offer for sale of the Capital Stock held by
the Selling Principal.

    (vi) Each
transaction of purchase and sale pursuant
to the foregoing provisions of this Section 3(d)
shall be completed by payment of the purchase
price to the Selling Principal in immediately
available funds against delivery of the certificates
for the Capital Stock duly endorsed in blank, free and clear of all liens,
claims or encumbrances
and with requisite transfer taxes, if any,
fully paid. Any such transaction 

    


    


    


    13.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    of
purchase and sale pursuant to Section 3(d)(iii) shall be closed at
such time and place as shall be agreed upon by
the Purchasing and Selling Principals or, if no
such agreement is reached, during normal business
hours at the principal office of Citrus on the 120th
day following the date the Purchasing Principal
delivers notice accepting the offer of the
Selling Principal or, if such day shall not be a
business day, on the first business day thereafter
during normal business hours.

    (vii) In
the event that Sonat or a Subsidiary shall
purchase the Capital Stock owned by Enron or its
Subsidiary pursuant to this Section 3(d), the Operating
Agreement shall thereupon terminate. In the event
that the Capital Stock owned by Enron or its
Subsidiary shall be sold to a third party pursuant to
this Section 3(d) and the Operating Agreement
shall not be assigned to such third party, the Operating
Agreement shall thereupon terminate. 

     

    (e)
 Pledge of Shares and Rights
under this Agreement. The
provisions of subsections (a), (c) and (d) of this Section 3 shall not apply to
any pledge or mortgage by any
Principal or any Subsidiary thereof of the Capital Stock
owned or held by it or its rights under this 

    


    


    


    14.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Agreement
if such pledge or mortgage is required or provided
for under the terms of any mortgage, trust indenture
or other agreement or amendment thereto now in effect or hereafter executed
pursuant to which any indebtedness for borrowed money or securities of such
Principal
or Subsidiary may be issued and outstanding, and any
such pledge or mortgage may be made at any Lime without the consent of the other
Principal; provided, however,
that any disposition of such stock upon foreclosure
of such pledge or mortgage shall be governed by the
provisions of this Agreement, including the provisions of subsections (c) and
(d) of this Section 3.

     

    (f)
 Opinion of Counsel.
The
parties hereto understand
that the shares of Common Stock which are owned by HNG and
the shares of Common Stock which have been acquired
by Sonat have not been and will not be registered under the Securities Act of
1933 pursuant to an exemption from the registration provisions of such
Act. Each
of the Principals hereby agrees (on behalf of itself and of its Subsidiaries)
that the Common Stock which has
been acquired by it and any other Capital Stock
hereafter acquired by it pursuant to an exemption from the
registration provisions of such Act shall not be sold,
transferred, pledged or hypothecated unless there is
furnished an opinion of counsel satisfactory to Citrus
that 

    


    


    15.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    registration
of such stock under such Act is not
required. The provisions of this subsection (f) shall
remain in effect until, in the opinion of counsel for
Citrus, they are no longer required.

     

    (g) Legend on
Certificates. As long
as this Agreement
shall continue in effect, the following legend shall be
written, printed or stamped on all certificates for
shares of Capital Stock: "The
transfer of shares of stock represented by this
certificate is restricted by the terms and conditions
of an agreement dated June 30, 1986, among
Sonat Inc., Enron Corp., Houston Natural Gas Corporation
and Citrus Corp. A copy of said Agreement is on file at the office of Citrus
Corp."

     

    (h) Limitations.
Capital
Stock may only be sold or
transferred pursuant to Section 3(d) if the notice referred to in Section
3(d)(i) pursuant to which such sale is
made, either to a third party or to the Purchasing
Principal, is given by the Selling Principal to the Purchasing Principal during
one of the following time periods: (i) the period of 180 days following the
fifth anniversary of the date of this Agreement, (ii) the period of
180 days following the tenth anniversary of the date
of this Agreement, or (iii) any time after the fifteenth
anniversary of the date of this Agreement. The


    


    


    


    


    16.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    limitations
of this Section 3(h) shall not apply to any
disposition of Capital Stock upon foreclosure of a pledge or
mortgage pursuant to Section 3(e).

     

    4. Board of
Directors. As
provided in the Restated Certificate
of Incorporation of Citrus, the holders of the Class A
Common Stock shall be entitled to elect three members of
the Board of Directors of Citrus, designated Class A Directors,
and the holders of the Class B Common Stock shall be
entitled to elect three members of the Board of Directors,
designated Class B Directors. As provided in Article
III of the Bylaws, any "Important Matter" (as defined
therein) of Citrus shall be submitted to, and require
the approval of, the Board of Directors of Citrus and any
"Important Matter" of a subsidiary of Citrus shall be
submitted to, and require the approval of, Citrus as its sole
stockholder. The Principals acknowledge that although all
necessary approvals by the Principals and the Boards of Directors
of Citrus or its subsidiaries have been duly given and
received for entering into and performing the Synergy Agreements,
further Board approvals may be required with respect to implementation of the
Capacity and Expansion Agreement
in instances where Florida Gas chooses to construct expansion facilities, and
the Interconnection Agreement. The Principals hereby agree, however, that no
further approvals by the Principals or the Boards of Directors of Citrus or
its subsidiaries are necessary for implementation of the
Gas

    


    


    17.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Supply
Agreement in accordance with its terms, the
Agreement for Sale and Purchase of Natural Gas, and expansion
under the Capacity and Expansion Agreement in instances
where Southern Natural constructs such expansion facilities
at its own cost and expense. The Principals further
agree that without further approval of the Board of Directors of Citrus, neither
Citrus nor its subsidiaries shall enter into any contracts with the Principals
or their Affiliates
or any amendment of such contracts or amend any contract
existing on March 27, 1906 between Citrus or its subsidiaries
on the one hand and the Principals or their Affiliates
on the other hand except those transportation agreements
permitted under the terms of the Bylaws; provided,
however, that no further approvals by the Principals or the
Boards of Directors of citrus or its subsidiaries are necessary
for any action required to implement all contracts between
Florida Gas and the Principals or their Affiliates that were
in existence on March 27, 1986.

     

    5. Chairman of the
Board. Enron
shall have the right to
nominate the first Chairman of the Board of Directors of Citrus.
Thereafter, the right to nominate the Chairman of the Board
will alternate annually between Enron and Sonat. Sonat and
Enron agree to use their best efforts to cause the election of the persons so
nominated.

    


    


    18.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6. Informal Meeting of
Principals. In the
event that, from time
to time, the Board of Directors of Citrus shall be unable to
reach agreement upon various matters submitted to it, the
Principals, acting through their respective executive
officers, shall hold informal meetings to discuss and resolve
such matters. The Principals will seek to cause any conclusions
arrived at during such meetings to be implemented,
where necessary, by actions of the Board of Directors
of Citrus.

     

    7. Performance of
Agreements. Each of
the Principals hereby
agrees, on behalf of itself and any Subsidiary which is a
stockholder of Citrus, that it or such Subsidiary will at all
times vote as a stockholder of Citrus, and use all reasonable
efforts to cause those individuals whom it or such
Subsidiary has elected to the Board of Directors of Citrus to
vote as directors of Citrus, in such a manner as to ensure
that the terms and intentions of this Agreement and the
Bylaws of Citrus are carried out and observed.

     

    8. Principal Office of
Citrus. Citrus
shall establish and
maintain its principal business and operating office at the
principal office of Enron in Houston, Texas, until such time as
such principal office may be changed by the Board of Directors
of Citrus.

     

    9. Auditors. The
independent auditors for Citrus shall be
selected by the Board of Directors of Citrus. 

     

    19.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    10. Inspection; Books and
Records.
Employees and agents of
each principal shall have access to the pipelines and properties of Citrus and
its subsidiaries at all times during normal business hours for the purpose of
inspecting such
pipelines and properties and the operations thereon. Citrus
and its subsidiaries shall keep accurate and complete books and records and such
books and records shall be available
for inspection and review by employees and agents of each
Principal at all times during normal business hours.
Citrus shall furnish the Principals during normal business
hours with such additional information and documents
regarding Citrus and its subsidiaries, as the Principals
may from time to time reasonably request. The costs and
expenses incurred in connection with any inspection
or review permitted pursuant to this Section 10 shall be borne by the Principal
making such inspection or review.

     

    11. Operating
Agreement. Sonat
shall have the right to enforce
the provisions of the Operating Agreement in the event
Citrus shall fail to do so, and to select an arbitrator
and prosecute such arbitration in accordance with the procedures
set forth in the Operating Agreement. 

     

    12. Pipeline
Expansion. The
entire economic benefits and
opportunities of the Expansion will be the benefits and opportunities
of Citrus and its subsidiaries. Subject to the approval by the Board of
Directors of Citrus of the necessary
contracts and 

    


    


    20.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    further
subject to receipt of any required regulatory approvals, each Principal agrees
to provide or cause to be provided one-half of the required funds
necessary for the Expansion, which funds for each Principal
shall not exceed $100 millions In addition, each Principal
or its designee, shall have the right to furnish one-half
of the volume of natural gas required for the expansion to be provided by
Florida Gas pursuant to certain agreements
relating to the Expansion. 

     

    13. Financing. The
Principals will cause Citrus to seek
long-term borrowings in such amounts and on such terms as the Principals
mutually deem most appropriate and economical, and will cause Citrus to execute
such instruments and documents
as may reasonably be requested in connection with such
financing. 

     

    14. Voting Securities of the
Principals. Each
Principal represents and warrants that as of the
date hereof neither it nor any of its Affiliates or
Associates beneficially owns any Voting Securities of the other
Principal or any options or other rights to acquire (through purchaser exchange,
conversion or otherwise)
any such Voting Securities.

     

    (a) Each
principal represents and warrants that as of the date hereof neither it nor any
of its Affiliates or Associates beneficially owns any Voting Securities of the
other Principal or any options or other rights to acquire (through purchase,
exchange, conversion or otherwise) any such Voting Securities. 

    


    


    21.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Enron
agrees that, for a period of fifteen years
from the date of this Agreement, without the prior written consent of Sonat, it
will not and it will cause each of
its Affiliates and Associates controlled by Enron to not, directly or
indirectly, alone or in concert with others, (i) acquire, offer to acquire or
agree to acquire, by purchase, gift or otherwise, any Voting Securities (or any
options or rights to acquire, by purchase, exchange or otherwise, Voting
Securities) of Sonat, (ii) make any proposal for or offer of any business
combination or purchase or sale of assets involving Sonat, (iii) make, or in any
way participate in, any "solicitation" of "proxies" (as such terms are used in
the proxy rules of the Securities and Exchange Commission),
or seek to advise or influence any person or entity
with respect to the voting of, or giving of consents
with respect to, any Voting Securities of Sonat, or
(iv) otherwise act to seek to control or influence the management, board of
directors, policies or
affairs of Sonat.

     

    (c)
 Sonat
agrees that, for a period of fifteen years
from the date of this Agreement, without the prior written consent of Enron, it
will not and it will cause each of
its Affiliates and Associates controlled by Sonat to
not, directly or indirectly, alone or in concert with
others, (i) acquire, offer to acquire or agree to acquire, by purchase, gift or
otherwise, any Voting Securities
(or any options or rights to acquire, by purchase,
exchange or otherwise, 

     

     

    22.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Voting
Securities) of Enron,
(ii) make any proposal for or offer of any business
combination or purchase or sale of assets involving Enron,
(iii) make, or in any way participate in, any "solicitation" of "proxies" (as
such terms are used in the proxy
rules of the Securities and Exchange Commission), or
seek to advise or influence any person or entity
with respect to the voting of, or giving of consents
with respect to, any Voting Securities of Enron, or (iv)
otherwise act to seek to control or influence the
management, board of directors, policies or affairs of
Enron.

     

    15.
 Buy-Sell Rights.
(a)
Subject to Section 15(e), after the fifteenth anniversary of the date of this
Agreement, either Principal may
offer to purchase all the Capital Stock owned by the
other Principal or its Subsidiary. The Principal making
such offer to purchase (the "Offeror") shall notify
the other Principal (the "Offeree") of such offer to
purchase by delivering to the Offeree a written notice of
such offer (the "Buy-Sell Notice"). The Buy-Sell Notice shall (i) state the
purchase price offered for such
Capital Stock, which purchase price shall be payable
in cash, (ii) include a certificate of the Offeror
to the effect that the Offeror has all requisite corporate
power and 

    


    


    


    


    23.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    authority,
and the financial resources,
to consummate the proposed purchase, and (iii)
specify a business day for the consummation of the proposed
purchase, which day shall not be less than 120 days nor
more than 150 days after delivery of the Buy-Sell Notice to the
Offeree.

     

    (b)
 Upon
delivery of the Buy-Sell Notice, the Offeree
shall, within 60 days thereafter, by written notice
elect either (i) to sell to the Offeror all the Capital Stock owned by the
Offeree or its Subsidiary ("Offeree
Capital Stock") or (ii) to purchase from the Offeror
all the Capital Stock owned by the Offeror or its
Subsidiary ("Offeror Capital Stock"), in each case in cash at the purchase price
stated in the Buy-Sell Notice.
If the Offeree elects to purchase the Offeror Capital
Stock, its notice of such election shall (i) include a certificate of the
Offeree to the effect that the
Offeree has all requisite corporate power and authority, and
the financial resources, to consummate the proposed
purchase, and (ii) specify a business day for the
consummation of the proposed purchase by the Offeree,
which day shall not be later than the day specified
in the Buy-Sell Notice.

     

    (c)
 If the
Offeree shall not have delivered a notice of its election to purchase all the
Offeror Capital Stock
by the date specified in Section 15(b), the Offeror
shall 

    


    


    


    24.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    purchase
from the Offeree or its Subsidiary,
and the Offeree shall sell or cause to be sold to the
Offeror, all the Offeree Capital Stock in accordance with the Buy-Sell Notice.
If the Offeree shall have delivered
a notice of its election to purchase all the Offeror Capital Stock by the date
specified in Section 15(b) the
Offeree shall purchase from the Offeror or its
Subsidiary, and the Offeror shall sell or cause to be sold
to the Offeree, all the Offeror Capital Stock in accordance
with the Offeree's notice of election. In either
case, such purchase and sale shall take place at the
offices of Citrus during normal business hours on the
business day specified in the applicable notice, and the seller shall deliver
certificates representing all the Capital Stock owned by it to the purchaser,
endorsed in blank,
against payment therefor in immediately available
funds, free and clear of all liens, claims or encumbrances
and with requisite transfer taxes, if any, fully
paid. No Capital Stock may be offered for sale or sold
under the provisions of this Section 15(c) if the terms of
the proposed sale by the Offeror require the Offeree
to undertake any obligations or liabilities other
than payment of the purchase price in cash, the filing
and prosecution of any necessary notices to, and 

    


    


    


    


    


    25.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    applications
for any necessary approvals of, regulatory authorities, and compliance with the
provisions of this Agreement.


     

    (d) If all
requisite approvals in respect of such purchase and sale shall not have been
obtained by the specified date of such purchase and sale, despite the reasonable
efforts of the Principals to obtain Such approvals, neither Principal shall be
obligated to consummate such transactions all offers and elections made pursuant
to this Section 15 shall be deemed to have been withdrawn,
and this Section 15 shall continue to apply to
subsequent offers and elections. Each Principal agrees to
use all reasonable efforts to cooperate with the other
Principal and Citrus in obtaining any regulatory
approvals necessary for the purchase and sale of any
Capital Stock pursuant to this Section 15. 

     

    (e) A
Buy-Sell Notice may not be given pursuant to Section
15(a) during the period of 180 days following the
giving of a notice under Section 3(d)(i) with respect
to a proposed sale of Capital Stock.

     

    16.
 Change of
Control. (a) If a
Principal (the "Non-Electing Principal") suffers a
Change of Controls the other Principal (the "Electing Principal") shall
thereafter have the option either to (i) purchase all the Capital Stock owned by
the


    


    


    


    


    26.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Non-Electing
Principal or its Subsidiary (the "Non-Electing
Principal's Shares") !or a cash purchase price equal to
either (at the election of the Electing Principal) the
Formula Price or the fair market value of the Non-Electing
Principal's Shares on the last day of the month
preceding the date on which an Election Notice (as defined
in Section 16(b) shall be delivered pursuant to Section 16(b), as determined by
an appraisal in accordance with Section 16(c), or (ii) require the
Non-Electing
Principal to purchase all of the shares of Capital Stock
owned by the Electing Principal or its Subsidiary (the
"Electing Principal's Shares") for a cash purchase price equal to either (at the
election of the Electing Principal)
the Formula Price or the fair market value of the
Electing Principal's Shares on the last day of the month
preceding the date on which an Election Notice (as defined
in Section 16(b)) shall be delivered pursuant to Section
16(b), as determined by an appraisal in accordance with Section 16(c). Either of
such options shall be
exercisable at the time and in the manner set forth in
Section 16(b).

     

    (b) Each
Principal shall give prompt written notice of
any Change of Control suffered by it to the other
Principal. If the Electing Principal desires to exercise
either of its options under Section 16(a)(i) or Section
16(a)(ii), the Electing Principal shall deliver a written
notice of its exercise (the "Election 

    


    


    


    27.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Notice")
to the
Non-Electing Principal within 180 days after the later of
(i) receipt of a written notice from the Non-Electing
Principal of a Change of Control or (ii) the date on
which the Electing Principal otherwise becomes aware of
such a Change of Control. Such notice shall also
contain am election of the method to determine the purchase
price for the shares of Capital Stock being bought or
sold. The closing of the transaction elected by the
Electing Principal shall occur (A) 60 days from the date
of its exercise, (B) 10 days after a final determination
of the Formula Price or the completion of the
appraisal of the fair market value of the shares of Capital
Stock in accordance with Section 16(c), as the case may be, or (C) within 10
days following the obtaining of all regulatory approvals (if any) and the
expiration of all regulatory waiting periods (if any) necessary to
complete such transaction, whichever is latest.
The purchase price, however determined, shall be
payable by wire transfer of immediately available funds at
the closing against delivery of certificates representing
such shares duly endorsed in blank, free and clear
of all liens, claims or encumbrances and with requisite
transfer taxes, if any, fully paid. No Capital
Stock may be sold

    


    


    


    


    


    28.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    under the
provisions of this Section
16(b) if the terms of such sale require the proposed
purchaser to undertake any obligations or liabilities
other than payment of the purchase price in cash, the
filing and prosecution of any necessary notices
to, and applications for any necessary approvals of,
regulatory authorities, and compliance with the provisions
of this Agreement.

     

    (c
) If the
Electing Principal elects to have an appraisal
of the fair market value of the shares of the Capital
Stock as permitted by Section 16(a) of this Section
16, such fair market value shall be an amount mutually
agreed to by the Principals' respective investment
bankers, and the Principals agree to engage their respective
investment bankers as promptly as practicable for this
purpose. If the two investment bankers of the Principals
have not mutually agreed to such fair market value
within 30 days from the date the Electing Principal exercises its option
pursuant to this Section 16, such
investment bankers will select a third investment banker to
make such fair market value determination. The fair
market value determination of the third investment
banker shall be rendered within 30 days of such investment
banker's selection and shall be conclusive and
binding on the Principals. Each Principal shall bear 50%
of the cost of employing the third investment banker.


    


    29.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) In the
event of a dispute as to the computation of
the Formula Price, the Principals shall promptly submit
such dispute to the accounting firm which is acting as
auditor for Citrus for resolution, and the determination
by such firm shall be conclusive and binding on
the Principals. Each Principal shall bear 50% of the cost
of employing such firm.

     

    (e) If Enron
(or any successor to Enron) sells the Capital
Stock owned by it or its Subsidiary pursuant to this
Section 16 (irrespective of which Principal has suffered a Change of Control),
the Operating Agreement shall be
assigned to the purchaser.

     

    (f) If Sonat
(or any successor to Sonat) sells its Capital
Stock pursuant to this Section 16 (irrespective of which Principal has suffered
a Change of Control) and the purchase price is the Formula Price, the provisions
of the Synergy Agreements with respect to future rights of expansion and other
rights of Sonat or its Affiliates in such
Synergy Agreements which have not been implemented
will thereupon terminate, but in other respects the Synergy Agreements and other
agreements which have been
implemented pursuant thereto will continue in full force and
effect.

    


    


    


    


    


    


    30.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) If
Sonat (or any successor to Sonat) sells its Capital
Stock pursuant to this Section 16 (irrespective of which Principal has suffered
a Change of Control) and the
purchase price is as determined by appraisal, the provisions
of the Synergy Agreements and other agreements
which have been implemented pursuant thereto will continue
in full force and effect without modification.

     

    17.
 Term of
Agreement. This
Agreement shall continue in effect
for an initial term of 15 years from the date of this
Agreement (unless prior to such date one Principal shall
have purchased all of the Capital Stock of the other Principal
pursuant to the other provisions hereof) and thereafter
for so long as the Capital Stock of Citrus shall be held
by two Principals or Subsidiaries thereof. Termination of
this Agreement prior to such 15 year term shall not affect the obligations of
Sonat and Enron in Section 14 of this
Agreement, which shall continue in full force and effect
for the remainder of such 15 year period. In the event
that a Principal shall sell its Capital Stock pursuant to
Section 3, such selling Principal shall cease to be a Principal
within the 

    


    


    31.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    meaning
of this Agreement and shall no longer be
bound by the provisions of this Agreement (except, in the
case of Sonat or Enron, for its continuing obligations
under Section 14).

     

    18.  Notice. Any
notice, request, instruction, correspondence
or other document to be given hereunder by either party to
the other (herein collectively called "Notice) shall be
in writing and delivered personally or mailed by certified
mail, postage prepaid and return receipt requested,
or by telegram or telecopier, as follows:

     

    To
Sonat:

    Sonat
Inc.

       
1900 Fifth Avenue North First National - Southern Natural
Bldg.

    Birmingham,
Alabama 35203

    Attention:
President 

    Telecopier:
205-325-7490

    To
Enron:

    Enron
Corp.

    1200
Travis Street Houston,
Texas 77002

    Attention:
President

    Telecopier:
713-654-6301

    To
HNG:

    Houston
Natural Gas Corporation

    1200
Travis Street

    Houston,
Texas 77002

    Attention:
President

    Telecopier:
713-654-6301

    To
Citrus:

    Citrus
Corp.

    1200
Travis Street

    Houston,
Texas 77002

    Attention
President

    Telecopier:
713-654-6301

    


    


    


    32.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Notice
given by personal delivery or mail shall be effective upon
actual receipt. Notice given by telegram or telecopier shall be effective upon
actual receipt if received during the recipient's normal business hours, or at
the beginning of the
recipient's next business day after receipt if not received
during the recipient's normal business hours. All Notices
by telegram or telecopier shall be confirmed promptly
after transmission in writing by certified mail or personal
delivery. Any party may change any address to which
Notice is to be given to it by giving Notice as provided
above of such change of address. 

     

    19. Governing
Law. The
provisions of this Agreement and the
documents delivered pursuant hereto shall be governed
by and construed in accordance with the laws of the State of
Delaware (excluding any conflicts-of-law rule or principle
that might refer same to the laws of another jurisdiction),
except to the extent that same are mandatorily
subject to the laws of another jurisdiction pursuant to the
laws of such other jurisdiction. 

     

    20. Headings. The
headings of the several Sections herein
are inserted for convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this
Agreement. 

     

    21. Successors
Bound. Except
as set forth herein, this Agreement may 

    33.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    not be
assigned by any party without the consent of
the other parties. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the
Parties and their respective successors and assigns.

     

    22.
 No Waiver.
No
modification or waiver of this Agreement
shall be binding unless executed in writing by the party to
be bound thereby. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver
of any other provision hereof (regardless of whether
similar), nor shall any such waiver constitute a continuing
waiver unless otherwise expressly provided.

     

    IN
WITNESS WHEREOF, Sonat, Enron, HNG and Citrus have caused
this Agreement to be signed in multiple originals by their respective officers
thereunto duly authorized all as of the
date first above written.

    


     

    


     

    SONAT
INC.

     

    


    By
/s/William A.
Smith 

    Vice
President and

    General
Counsel

     

    


     

    ENRON
CORP.

     

    


    By /s/Richard D.
Kinder 

    Executive
Vice President

    Law and
Corporate Development

     

    


     

    


     

    34.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    HOUSTON
NATURAL GAS CORPORATION

     

    


    By
/s/Gary W.
Orloff  

    Vice
President and 

    Associate
General Counsel

     

    


     

    


     

    CITRUS
CORP.

     

    


    By
/s/James E.
Rogers 

    President
and Chief

    Operating
Officer

    


     

    


     

    GWO/778

     

    


     

     

     

    


     

    35.