XXXXXXX X. XXXXXX TRUST
c/x Xxxxxx Corporation
0000 Xx. Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
September 20, 1995
Enterra Corporation
00000 Xxxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Dear Sirs:
Reference is made to the agreement dated as of this date among Xxxxxx
Corporation ("Xxxxxx"), Energy Industries, Inc. ("Xxxxxx Sub"), Xxxxxx Energy
Industries, L.P. ("Xxxxxx Partnership"), Enterra Corporation ("Enterra") and a
subsidiary of Enterra ("Enterra Sub"), pursuant to which Enterra Sub will be
acquiring all of the assets of the natural gas compression businesses conducted
by Xxxxxx Sub and Xxxxxx Partnership (the "Sale Agreement").
To induce Enterra and Enterra Sub to enter into the Sale Agreement, the
Xxxxxxx X. Xxxxxx Trust (the "Trust") hereby agrees, on behalf of itself and any
affiliates of the Trust or Xxxxxxx X. Xxxxxx who own shares of common stock of
Xxxxxx ("Affiliates"), that the Trust and all Affiliates will vote all shares of
common stock of Xxxxxx owned or controlled by them in accordance with the
recommendation of the Board of Directors of Xxxxxx with respect to the approval
by the stockholders of Xxxxxx
Enterra Corporation
September 20, 1995
Page 2
of resolutions to be submitted to the stockholders of Xxxxxx relating to the
Sale Agreement.
Because Enterra and Enterra Sub are relying on the foregoing agreement by the
Trust in entering into the Sale Agreement, the Trust hereby confirms that its
agreement set forth in the preceding paragraph constitutes a binding and
irrevocable agreement on its part.
Very truly yours,
XXXXXXX X. XXXXXX TRUST
By /s/ Xxxxxxx X. Xxxxxx,
Trustee
