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Exhibit 12
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May 1, 1998
X.X. Fashions Holdings Corp.
Xxxxxxx Bldg., Suite 210E
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
Xxxxx Xxxxxxx Natural Gas Holdings Corp.
Xxxxxxx Bldg., Suite 210E
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
Re: Registration Rights Agreement (the "Registration Rights Agreement") dated
as of November 9, 1993 by and between Xxxxx Xxxxxxx Natural Gas Corp. (the
"Company") and Xxxxx Xxxxxxx Natural Gas Holdings Corp. ("LDNGH"), as
amended by a letter agreement (the "Amendment") dated December 27, 1995
among S.A. Xxxxx Xxxxxxx et Cie ("SALD"), LDNGH and the Company relating
to the Common Shares of the Company that have not been registered under
the Securities Act of 1933 (the "Unregistered Shares").
Gentlemen:
The Company has been advised that nine million of the Unregistered Shares that
formerly were registered in LDNGH's name (the "Subject Shares") have been
transferred to and are registered in the name of X.X. Fashions Holdings Corp.
("Fashions"). In connection with that transfer, there have been assigned to
Fashions rights and responsibilities under the Registration Rights Agreement, as
amended by the Amendment (the "Amended Agreement"), with respect to the Subject
Shares. Fashions is an indirectly wholly-owned subsidiary of SALD and,
accordingly, is a permitted transferee of LDNGH's rights and obligations under
the Amended Agreement. Certain of the Unregistered Shares, not including the
Subject Shares, are subject to pledges (the "Pledges") made to certain banks
(the "Pledgees") by SALD, in whose name the Subject Shares had been registered.
By the Amendment, the Company consented to the Pledges and to the assignment to
the Pledgees of the rights and responsibilities under the Registration Rights
Agreement insofar as they relate to the Unregistered Shares that are subject to
the Pledges (the "Pledged Shares"). The Company (a) acknowledges the assignment
to Fashions of the rights and responsibilities under the Amended Agreement
insofar as they relate to the Subject Shares, subject to the limitations set
forth below and (b) affirms that Fashions shall be considered a "Holder" for all
purposes under the Amended Agreement with respect to the Subject Shares. The
Company's acknowledgment and affirmation is provided for purposes of Section 10
of the Amended Agreement only and upon the condition that Fashions' rights to
exercise any rights under the Amended Agreement that are assigned to it shall be
subject to any limitations and restrictions contained in the Amended Agreement.
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X. X. Fashions Corp.
Xxxxx Xxxxxxx National Gas Holdings Corp.
May 1, 1998
Page 2
Under the Amendment, certain of the rights of LDNGH (as the transferee from
SALD, subject to the Pledge, of the Pledged Shares) under the Registration
Rights Agreement are subordinated to those of the Pledgees in certain
circumstances and, accordingly, as the transferee of the Subject Shares from
LDNGH, Fashions' rights under the Amended Agreement are subordinated to the same
extent. LDNGH desires further to subordinate certain of its rights under the
Amended Agreement to those of Fashions' as follows: If and to the extent that
LDNGH has rights to request registration of any of the Unregistered Shares under
the Amended Agreement, Fashions shall be entitled to include any of the Subject
Shares (for which it requests registration and which would otherwise be excluded
from the proposed registration) in place of all or a portion of the shares which
LDNGH would otherwise have been entitled to include in the registration.
The agreements contained in the preceding paragraph shall be binding on the
successors and assigns of LDNGH, Fashions and the Company.
If the foregoing meets with the approval and agreement of LDNGH and Fashions,
please so indicate by signing in the space provided below.
XXXXX XXXXXXX NATURAL GAS CORP.
By:________________________________
Name:______________________________
Title:_____________________________
Agreed to and accepted as of the
2nd day of May, 1998.
XXXXX XXXXXXX NATURAL GAS HOLDINGS CORP.
By:_______________________________
Name: Xxxxxx X. Xxxxxxx
Title: President & Treasurer
X. X. FASHIONS HOLDINGS CORP.
By:_______________________________
Name:_____________________________
Title:____________________________
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