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EXHIBIT 10.1
LOCK-UP LETTER
Xxxxxx Xxxxxx & Company, Inc.
Principal Financial Securities, Inc.
As representatives of the several Underwriters
c/o Xxxxxx Xxxxxx & Company, Inc.
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
Underwriting Agreement (the "Underwriting Agreement") between Offshore Energy
Development Corporation, a Delaware corporation (the "Company"), and you as
representatives of a group of underwriters, relating to the sale to the
underwriters by the Company of shares of common stock, par value $.01 per
share, of the Company (the "Common Stock").
To induce you and the other underwriters to enter into the
Underwriting Agreement, the undersigned agrees that during the period beginning
on the date of the Underwriting Agreement and continuing to and including the
date 180 days after the date of the Prospectus (as defined in the Underwriting
Agreement), the undersigned will not, directly or indirectly, (i) offer, sell,
contract to sell any shares of Common Stock or securities substantially similar
to the Common Stock, including but not limited to, any securities that are
convertible into or exchangeable for, or that represent the right to receive,
Common Stock or any such substantially similar securities or (ii) exercise any
rights to demand registration of their shares of Common Stock without your
prior written consent. Any consent required under this letter may be given in
writing by Xxxxxx Xxxxxx & Company, Inc., without the additional consent to any
other addressee hereof.
Very truly yours,
NATURAL GAS PARTNERS, L.P.
By: G.F.W. Energy, L.P., General Partner
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx,
Authorized Employee
