SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Sonat Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 63-0647939
(State of Incorporation or (IRS Employer Identification No.)
Organization)
AmSouth-Sonat Tower
Birmingham, Alabama 35203
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of securities of a class of securities pursuant to
pursuant to Section 12(b) of the Section 12(g) of the Exchange Act and is
Exchange Act and is effective pursuant effective pursuant to General
to General Instruction A.(c), please Instruction A. (d)(2), please check the
check the following box: [X] following box: [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preference Share Purchase Rights New York Stock Exchange, Inc.
Pacific Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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The undersigned registrant hereby amends Items 1 and 2 of its
Registration Statement on Form 8-A (File No. 1- 7179), filed with the Securities
and Exchange Commission on January 11, 1996, as set forth below.
Item 1. Description of Registrant's Securities to Be Registered
On March 13, 1999, Sonat Inc. (the "Company") and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"), entered
into Amendment No. 2 (the "Amendment No. 2") to the Rights Agreement, dated
as of January 8, 1996, between the Company and the Rights Agent, as amended
by Amendment No. 1 (the "Amendment No. 1") to the Rights Agreement, dated as
of November 22, 1997 (the "Rights Agreement").
On December 1, 1995, the Board of Directors of the Company declared
a dividend of one preference share purchase right (a "Right") for each
outstanding share of common stock, par value $1.00 per share (the "Common
Shares"), of the Company. The dividend was paid on February 3, 1996 (the "Record
Date") to the stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of
Series A Participating Preference stock, par value $1.00 per share (the
"Preference Shares"), of the Company at a price of $120 per one one-hundredth of
a Preference Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in the Rights Agreement.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of the Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of the Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right
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Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on February 3, 2006 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preference Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preference Shares, (ii) upon the grant to holders of the Preference Shares of
certain rights or warrants to subscribe for or purchase Preference Shares at a
price, or securities convertible into Preference Shares with a conversion price,
less than the then-current market price of the Preference Shares or (iii) upon
the distribution to holders of the Preference Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preference Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preference Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preference Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preference Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preference Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each
Preference Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preference Share will be entitled to receive
100 times the amount received per Common Share. These rights are protected by
customary antidilution provisions.
Because of the nature of the Preference Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Preference Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the
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Right. In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times the
exercise price of the Right.
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group, which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preference Share (or of a share of a class or series of
the Company's preference stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preference Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preference
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preference Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time on such
basis with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Shares then known to the Company to be beneficially owned by any person
or group of affiliated or associated persons and (ii) 10%, except that from and
after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business
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<PAGE>
combination approved by the Board of Directors since the Rights may be redeemed
by the Company at the Redemption Price prior to the time that a person or group
has acquired beneficial ownership of 15% or more of the Common Shares.
The Rights Agreement specifying the terms of the Rights (including
the form of the Certificate of Designations setting forth the terms of the
Preference Shares as an exhibit thereto) and the form of press release
announcing the declaration of the Rights are attached hereto as exhibits and are
incorporated herein by reference. The foregoing summary of the Rights Agreement
is qualified in its entirety by reference to the full text of such exhibit.
Amendment No. 1 to Rights Agreement. The Amendment No. 1 provides
that, among other things, no Zilkha Entity (defined as each of Selim K. Zilkha
and Michael Zilkha (the "Initial Holders"), each member of the immediate family
of any of the Initial Holders, and any trust holding Common Shares solely for
the benefit of the Initial Holders or the members of their immediate family)will
be deemed to be an Acquiring Person solely as a result of the acquisition of
Common Shares pursuant to the Agreement and Plan of Merger, dated as of November
22, 1997 (the "Zilkha Merger Agreement"), by and between the Company and Zilkha
Energy Company, a Delaware corporation, as long as (a) all Zilkha Entities do
not beneficially own in the aggregate a number of Common Shares representing in
excess of the Permitted Percentage (as defined in the Amendment No. 1), and (b)
no Zilkha Entity or any of their Affiliates or Associates acquires any
additional Common Shares other than Common Shares issued pursuant to the Zilkha
Merger Agreement.
In addition, under the Rights Agreement as amended by Amendment No.
1, no Zilkha Entity will be deemed an Acquiring Person if (i) the Permitted
Percentage is exceeded as a result of an acquisition of Common Shares by the
Company which reduces the number of Common Shares outstanding or otherwise
increases the percentage of outstanding Common Shares owned by the Zilkha
Entities, or (ii) Common Shares acquired by the Zilkha Entities are acquired as
a result of a stock split, stock dividend or similar distribution made generally
to all holders of Common Stock. The Amendment No. 1 further provides that if the
Company's Board of Directors determines in good faith that a Zilkha Entity
becomes an Acquiring Person inadvertently, and such Zilkha Entity immediately
divests a sufficient number of Common Shares so that such Zilkha Entity would no
longer be an Acquiring Person, then such Zilkha Entity will not be deemed to be
an Acquiring Person.
The Amendment No. 1 is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing summary of the Amendment No.
1 is qualified in its entirety by reference to the full text of such exhibit.
Amendment No. 2 to Rights Agreement. The Amendment No. 2 provides,
among other things, that neither El Paso Energy Corporation, a Delaware
corporation ("El Paso"), Merger Sub nor Surviving Corporation (as those terms
are defined in the Amendment No. 2), nor any of their Affiliates or Associates
will be deemed to be an Acquiring Person by virtue of the approval, execution or
delivery of the Agreement and Plan of Merger, dated as of March 13, 1999 (the
"El Paso Merger Agreement"), by and between the Company and El Paso,
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the Stock Option Agreements (as defined in the El Paso Merger Agreement) or the
Voting Agreements (as defined in the El Paso Merger Agreement) or the
consummation of the transactions contemplated by such agreements. In addition
the Amendment No. 2 provides that a Distribution Date will not be deemed to
occur as a result of the execution of the El Paso Merger Agreement, the Stock
Option Agreements and the Voting Agreements, the consummation of the
transactions contemplated thereby or the announcement of any of the foregoing
transactions.
The Amendment No. 2 further provides that the Final Expiration Date
will be February 3, 2006 or, if earlier, immediately prior to the consummation
of the merger of the Company with El Paso or an affiliate thereof (the "El Paso
Merger").
The Amendment No. 2 also adds a new Section 34 to the Rights
Agreement, providing that notwithstanding any other provision of the Rights
Agreement, as amended by the Amendment No. 2, neither the approval, execution or
delivery of the El Paso Merger Agreement, the Stock Option Agreements or the
Voting Agreements, nor the consummation of the transactions contemplated by such
agreements, will be deemed to be an event described in Section 11(a)(ii) or
Section 13 of the Rights Agreement, nor will such performance or consummation
result in the occurrence of a Shares Acquisition Date, a Distribution Date or
any other separation of the Rights from the underlying Common Shares, nor
entitle or permit the holders of the Rights to exercise the Rights or otherwise
affect the rights of the holders of Rights, including giving the holders of the
Rights the right to acquire securities of any party to the El Paso Merger
Agreement, the Stock Option Agreements or the Voting Agreements.
If the Merger Agreement is terminated without the effective time of
the El Paso Merger having occurred, the Amendment No. 2 automatically will be
null and void.
The Amendment No. 2 is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing summary of the Amendment No.
2 is qualified in its entirety by reference to the full text of such exhibit.
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<PAGE>
Item 2. Exhibits
1. Rights Agreement, dated as of January 8, 1996, between Sonat
Inc. and Chemical Mellon Shareholder Services, L.L.C., which
includes the form of Certificate of Designations setting forth
the terms of the Series A Participating Preference Stock, par
value $1.00 per share, as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase
Preference Shares as Exhibit C. Pursuant to the Rights
Agreement, printed Right Certificates will not be mailed until as
soon as practicable after the earlier of the tenth day after
public announcement that a person or group has acquired
beneficial ownership of 15% or more of the Common Shares or the
tenth business day (or such later date as may be determined by
action of the Board of Directors) after a person commences, or
announces its intention to commence, a tender offer or exchange
offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the Common
Shares.*
2. Letter, dated as of February 3, 1996, from the Board of Directors of
Sonat Inc. to Stockholders.*
3. Amendment No. 1 to Rights Agreement, dated as of November 22,
1997, between Sonat Inc. and Chemical Mellon Shareholder
Services, L.L.C.**
4. Amendment No. 2 to Rights Agreement, dated as of March 13, 1999,
between Sonat Inc. and ChaseMellon Shareholder Services, L.L.C.
------------------------
* Previously filed.
** Incorporate by reference to Exhibit 4.1 to the Sonat Inc. Current
Report on Form 8-K, filed with the Securities and Exchange Commission
on February 4, 1998.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 26, 1999
SONAT INC.
By /s/ William A. Smith
------------------------------------
Name: William A. Smith
Title: Executive Vice President and
General Counsel
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<PAGE>
EXHIBIT LIST
1. Rights Agreement, dated as of January 8, 1996, between Sonat
Inc. and Chemical Mellon Shareholder Services, L.L.C., which
includes the form of Certificate of Designations setting forth
the terms of the Series A Participating Preference Stock, par
value $1.00 per share, as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase
Preference Shares as Exhibit C. Pursuant to the Rights
Agreement, printed Right Certificates will not be mailed until
as soon as practicable after the earlier of the tenth day
after public announcement that a person or group has acquired
beneficial ownership of 15% or more of the Common Shares or
the tenth business day (or such later date as may be
determined by action of the Board of Directors) after a person
commences, or announces its intention to commence, a tender
offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of 15% or
more of the Common Shares.*
2. Letter, dated as of February 3, 1996, from the Board of Directors of
Sonat Inc. to Stockholders.*
3. Amendment No. 1 to Rights Agreement, dated as of November 22,
1997, between Sonat Inc. and Chemical Mellon Shareholder
Services, L.L.C.**
4. Amendment No. 2 to Rights Agreement, dated as of March 13,
1999, between Sonat Inc. and ChaseMellon Shareholder Services,
L.L.C.
---------------------
* Previously filed.
** Incorporate by reference to Exhibit 4.1 to the Sonat Inc. Current
Report on Form 8-K, filed with the Securities and Exchange Commission
on February 4, 1998.
Page 9 of 9
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT (this "Amendment"), dated as of March 13, 1999, to the Rights
Agreement, dated as of January 8, 1996, between Sonat Inc., a Delaware
corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C.
(successor to Chemical Mellon Shareholder Services, L.L.C.), as Rights Agent
(the "Rights Agent"), as amended by Amendment No. 1 thereto, dated as of
November 22, 1997 (the "Rights Agreement"). Capitalized terms used but not
defined herein, unless the context otherwise requires, have the meanings
ascribed to such terms in the Rights Agreement.
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
from time to time supplement or amend the Rights Agreement in accordance with
the provisions of Section 27 thereof;
WHEREAS, it is proposed that the Company enter into an Agreement and Plan
of Merger (as it may be amended or supplemented from time to time, the "El Paso
Merger Agreement"), between the Company and El Paso Energy Corporation, a
Delaware corporation ("El Paso"), which provides for, among other things, the
merger of the Company with El Paso or an affiliate thereof (the "El Paso
Merger");
WHEREAS, the El Paso Merger Agreement contemplates that, concurrently with
and as a condition to the execution and delivery of the El Paso Merger
Agreement, (i) El Paso and the Company will enter into the Stock Option
Agreements and (ii) El Paso and the relevant shareholders of the Company will
enter into the Voting Agreements;
WHEREAS, the El Paso Merger Agreement contemplates that the Company will
amend the Rights Agreement to the extent necessary to provide that the approval,
execution and delivery of the El Paso Merger Agreement, the Stock Option
Agreements and the Voting Agreements, and the transactions contemplated by each
of them, will not (i) cause El Paso, Merger Sub, the Surviving Corporation or
any of their affiliates to become an Acquiring Person or (ii) cause the
occurrence of a Share Acquisition Date or a Distribution Date or otherwise cause
the Rights to separate from the underlying Common Stock or give the holders of
such Rights the right to acquire securities of any party thereto; and
WHEREAS, the Board of Directors has determined that it is in the best
interests of the Company and its shareholders to amend the Rights Agreement to
exempt the El Paso Merger Agreement, the Stock Option Agreements, the Voting
Agreements and the transactions contemplated by such agreements from the
application of the Rights Agreement.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows:
1. Section 1(a) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
none of El Paso Energy Corporation, a Delaware corporation
("El Paso"), Merger Sub (as defined in the El Paso Merger
Agreement (as defined below), the
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Surviving Corporation (as defined in the El Paso Merger
Agreement), nor any of their Affiliates or Associates, shall
be deemed to be an Acquiring Person by virtue of the approval,
execution or delivery of the Agreement and Plan of Merger,
dated as of March 13, 1999 (as the same may be amended from
time to time, the "El Paso Merger Agreement"), by and between
the Company and El Paso, the Stock Option Agreements (as
defined in the El Paso Merger Agreement), the Voting
Agreements (as defined in the El Paso Merger Agreement), or
the consummation of the transactions contemplated each such
agreement."
2. The definition of "Distribution Date" in Section 1(g) of the
Rights Agreement is amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as the result of
the execution of the El Paso Merger Agreement, the Stock Option Agreements
or the Voting Agreements, the consummation of the transactions
contemplated by such agreements, including, without limitation, the merger
of the Company and El Paso or an affiliate thereof (the "El Paso Merger"),
or the announcement of any of the foregoing transactions."
3. Section 2 of the Rights Agreement is hereby modified and amended
by deleting from the first sentence thereof the following clause: "and the
holders of the Rights (who, in accordance with Section 3 hereof, shall prior to
the Distribution Date also be the holders of the Common Shares)".
4. Section 7(a) of the Rights Agreement is hereby modified and
amended to change the reference to "February 3, 2006" to "February 3, 2006 or,
if earlier, immediately prior to the consummation of the El Paso Merger as
contemplated by the El Paso Merger Agreement", it being agreed that February 3,
2006 or, if applicable, such earlier date, shall for all purposes of the Rights
Agreement be deemed to be the "Final Expiration Date".
5. Section 18 is hereby modified and amended by inserting the
following sentence at the end of the first paragraph thereof: "Anything herein
to the contrary notwithstanding (but subject to the following exception), in no
event shall the Rights Agent be liable for special, indirect, punitive,
consequential or incidental loss or damage of any kind (including, but not
limited to, lost profits), even if the Rights Agent has been advised of the
likelihood of such loss or damage in accordance with the provisions of this
agreement, except as a result of the Rights Agent's bad faith or wilful
misconduct as finally determined by a court of competent jurisdiction."
6. Section 29 of the Rights Agreement is amended to add the
following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder of
Rights or any other Person any legal or equitable rights, remedies or
claims under this Agreement by virtue of the execution of the El Paso
Merger Agreement, the Stock Option Agreements, the Voting Agreements or by
virtue of any of the transactions contemplated by such agreements."
7. The Rights Agreement is hereby further modified and amended by
adding
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a new Section 34 immediately after the end or Section 33 thereof to read in its
entirety as follows:
"Section 34. Merger Agreement with El Paso and Related
Transactions. Notwithstanding any other provision of this
Rights Agreement, as amended by this Amendment, neither the
approval, execution or delivery of the El Paso Merger
Agreement, the Stock Option Agreements nor the Voting
Agreements, nor the consummation of the transactions
contemplated by such agreements, is or shall be deemed to be
an event described in Section 11(a)(ii) or Section 13 hereof,
nor will such performance or consummation result in the
occurrence of a Share Acquisition Date, a Distribution Date or
any other separation of the Rights from the underlying Common
Shares, nor entitle or permit the holders of the Rights to
exercise the Rights or otherwise affect the rights of the
holders of Rights, including giving the holders of the Rights
the right to acquire securities of any party to the El Paso
Merger Agreement, the Stock Option Agreements or the Voting
Agreements."
8. This Amendment shall become effective as of the date of the El
Paso Merger Agreement. If the El Paso Merger Agreement is terminated without the
Effective Time (as defined in the El Paso Merger Agreement) having occurred,
this Amendment shall be null and void.
9. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
10. This Amendment may be executed in any number of counterparts,
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
11. In all respects not inconsistent with the terms and provisions
of this Amendment, the Rights Agreement is hereby ratified, adopted, approved
and confirmed. In executing and delivering this Amendment, the Rights Agent
shall be entitled to all of the privileges and immunities afforded to the Rights
Agent under the terms and conditions of the Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the date and year first above written.
Attest: SONAT INC.
/s/ Thomas W. Barker, Jr. By: /s/ William A. Smith
- ---------------------------- -----------------------------
Name: Thomas W. Barker, Jr. Name: William A. Smith
Title: Vice President-Finance Title: Executive Vice President
and General Counsel
Attest: CHEMICAL MELLON SHAREHOLDER
SERVICES L.L.C.
/s/ Kirk Alexander By: /s/ Nathan L. Hill
- ---------------------------- -----------------------------
Name: Kirk Alexander Name: Nathan L. Hill
Title: Relationship Manager Title: Assistant Vice President
4
