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EXHIBIT 9.3
ADDENDUM AGREEMENT
Addendum Agreement made this 11th day of February, 1998, by and between
Xxxx. Xxxxx Limited, a United Kingdom corporation (the "New Stockholder"),
Xxxxxx Petroleum Company, a Delaware corporation (the "Company"), and the other
stockholders (the "Stockholders") of the Company who are parties to that certain
Stockholders' Agreement dated September 16, 1994 between the Company and the
Stockholders (the "Agreement").
W I T N E S S E T H:
WHEREAS, the Company and the Stockholders entered into the Agreement to
impose certain restrictions and obligations upon themselves and the shares of
Common Stock, $0.01 par value, of the Company held by them (the "Stock");
WHEREAS, the New Stockholder is desirous of becoming a stockholder of the
Company; and
WHEREAS, the Company and the Stockholders have required in the Agreement
that certain persons being offered Stock must enter into an Addendum Agreement
binding the New Stockholder to the Agreement to the same extent as if it was an
original party thereto, so as to promote the mutual interests of the Company,
the Stockholders and the New Stockholder by imposing the same restrictions and
obligations on the New Stockholder and the shares of Common Stock to be acquired
by it as were imposed upon the Stockholders under the Agreement;
NOW, THEREFORE, in consideration of the mutual promises of the parties, and
as a condition of the purchase of the shares of Common Stock in the Company, the
New Stockholder acknowledges that it has read the Agreement. The New Stockholder
shall be bound by, and shall have the benefit of, all the terms and conditions
set out in the Agreement to the same extent as if it was a "Stockholder" as
defined in the Agreement. This Addendum Agreement shall be attached to and
become a part of the Agreement.
XXXX. XXXXX LIMITED, a corporation formed
under the laws of the United Kingdom
BY: /s/ XXXX X. XXXXXXX
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NAME: Xxxx X. Xxxxxxx
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TITLE: Director
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Address for notices under Section 5.1 of the
Agreement:
00 Xxxxxxx Xxxxxx
Xxxxxx, XXXX 0XX, Xxxxxx Xxxxxxx
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Agreed to by the Company and on behalf of the Stockholders pursuant to
Section 5.10 of the Agreement.
XXXXXX PETROLEUM COMPANY
BY: /s/ XXXX X. XXXXXX
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XXXX X. XXXXXX, President
ATTEST:
/s/ H. XXXXXXX XXXXX
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Secretary
