Exhibit 10.2
PURCHASE AND SALE AGREEMENT
AMONG
HPL STORAGE LP, AND
AEP ENERGY SERVICES GAS HOLDING COMPANY II, L.L.C.
AS SELLERS
AND
LA GRANGE ACQUISITION, L.P.,
AS BUYER
DATED AS OF JANUARY 26, 2005
Purchase and Sale Agreement
PURCHASE AND SALE AGREEMENT
TABLE OF CONTENTS
1.
RULES OF CONSTRUCTION; DEFINITIONS
1
1.1.
DEFINITIONS
1
1.2.
RULES OF CONSTRUCTION
2
2.
PURCHASE AND SALE; CONSIDERATION; CLOSING
2
2.1.
PURCHASE AND SALE
OF THE PURCHASED INTERESTS
2
2.2.
CONSIDERATION
2
2.3.
THE
CLOSING
12
2.4.
CLOSING OBLIGATIONS
12
3.
SELLERS' REPRESENTATIONS AND WARRANTIES
15
3.1.
ORGANIZATION AND
GOOD STANDING OF SELLERS
15
3.2.
ENFORCEABILITY; AUTHORITY; NO
CONFLICT; NO CONSENT REQUIREMENTS WITH RESPECT TO SELLERS
15
3.3.
NO
LITIGATION AGAINST SELLERS
16
3.4.
ORGANIZATION AND GOOD STANDING OF
THE HPL COMPANIES
16
3.5.
NO CONFLICT; NO CONSENT REQUIREMENTS WITH
RESPECT TO THE HPL COMPANIES
17
3.6.
CAPITALIZATION OF THE HPL
COMPANIES; SELLERS' TITLE
17
3.7.
FINANCIAL STATEMENTS OF THE HPL
ENTITIES
18
3.8.
NO MATERIAL ADVERSE CHANGE
18
3.9.
NO
UNDISCLOSED LIABILITIES
18
3.10.
PROPERTY AND LEASES OF THE HPL
COMPANIES
19
3.11.
CONTRACTS OF THE HPL COMPANIES
19
3.12.
INSURANCE MAINTAINED BY THE HPL COMPANIES
20
3.13.
NO LITIGATION
AGAINST THE HPL COMPANIES
20
3.14.
COMPLIANCE BY THE HPL ENTITIES WITH
APPLICABLE LAW; PERMITS
21
3.15.
INTELLECTUAL PROPERTY OF THE HPL
COMPANIES
21
3.16.
TAX MATTERS
22
3.17.
WORKFORCE MATTERS OF
THE HPL ENTITIES
23
3.18.
ENVIRONMENTAL MATTERS
25
3.19.
REGULATORY MATTERS
26
3.20.
AFFILIATE TRANSACTIONS OF THE HPL COMPANIES
26
3.21.
FINDERS AND BROKERS
26
3.22.
BANKRUPTCY
26
3.23.
SUFFICIENCY OF ASSETS
26
3.24.
CERTAIN WARRANTY DISCLAIMERS
27
4.
BUYER'S REPRESENTATIONS AND WARRANTIES
28
4.1.
ORGANIZATION AND GOOD
STANDING OF BUYER
28
4.2.
ENFORCEABILITY; AUTHORITY; NO CONFLICT; NO
CONSENT REQUIREMENTS WITH RESPECT TO BUYER
28
4.3.
NO LITIGATION
AGAINST BUYER
29
4.4.
FINDERS AND BROKERS
29
4.5.
BANKRUPTCY
29
4.6.
AVAILABILITY OF FUNDS
29
5.
COVENANTS OF THE PARTIES
30
5.1.
CONTINUING ACCESS
30
5.2.
RETAINED MATTERS
31
Purchase and Sale Agreement
Page i
5.3.
WORKFORCE MATTERS
31
5.4.
DISCONTINUATION OF INTERCOMPANY
TRANSACTIONS
36
5.5.
TERMINATION AND CONTINUATION OF CERTAIN INSURANCE
COVERAGES
37
5.6.
SUBSTITUTIONS OF CREDIT SUPPORT
37
5.7.
CLAIMS FOR CERTAIN MEASUREMENT ADJUSTMENTS
38
5.8.
DISCONTINUANCE OF
TRADEMARKS AND TRADENAMES
38
5.9.
CHANGE OF SELLERS' NAMES
39
5.10.
REQUIRED NOTICES
39
5.11.
PUBLIC STATEMENTS
39
5.12.
AUDIT MATTERS
39
5.13.
POST-CLOSING TITLE REVIEW
40
5.14.
DISTRIBUTIONS TO HPL CONSOLIDATION'S PARTNERS
42
5.15.
AGREEMENT TO
COVER OPEN POSITIONS
42
6.
SURVIVAL; INDEMNIFICATION
42
6.1.
SURVIVAL
42
6.2.
INDEMNIFICATION BY SELLER
43
6.3.
INDEMNIFICATION BY BUYER
47
6.4.
INDEMNIFICATION NET OF BENEFITS; MITIGATION OBLIGATIONS OF INDEMNITEE
48
7.
TAX MATTERS
48
7.1.
TAX INDEMNIFICATION
48
7.2.
PREPARATION
AND FILING OF TAX RETURNS
49
7.3.
PROCEDURES RELATING TO
INDEMNIFICATION OF TAX CLAIMS
50
7.4.
TAX REFUNDS AND CREDITS
51
7.5.
TAX TREATMENT OF PAYMENTS
51
7.6.
TRANSFER TAXES
51
7.7.
TERMINATION OF PARTICIPATION IN TAX ALLOCATION AGREEMENT
51
7.8.
ALLOCATION OF THE PURCHASE PRICE
51
8.
GENERAL PROVISIONS
52
8.1.