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EXHIBIT 10(ff)
ATTACHMENT III
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT
This Stockholder and Registration Rights Agreement, executed as
of November 1994, between AMERICAN EXPLORATION COMPANY, a Delaware
corporation ("American"), and the parties identified on the signature pages
hereto as the "Holders" (each, a "Holder" and collectively, the "Holders");
W I T N E S S E T H:
WHEREAS, American is offering to purchase the Holders' (a)
limited partner interests in (i) Amex Production Partnership Ltd., a Texas
limited partnership ("APPL-I"), (ii) American Production Partnership-II, Ltd.,
a Texas limited partnership ("APPL-II"), (iii) American Production
Partnership-III, Ltd., a Texas limited partnership ("APPL-III"), (iv) American
Production Partnership-IV, Ltd., a Texas limited partnership ("APPL-IV"), (v)
American Production Partnership-V, Ltd., a Texas limited partnership ("APPL-V")
or American Production Partnership-VI, Ltd., a Texas limited partnership
("APPL-VI"), and (b) notes and net profit production payments issued by (i)
Ameriplor Corp., a Delaware corporation, (ii) Ninian Oil Finance Corp., a
Delaware corporation, or (iii) American Exploration Acquisition-VI Corp., a
Delaware corporation (all such limited partner interests, notes and net profit
production payments being collectively referred to as the "Interests"),
pursuant to Offers to Purchase and Exchange Offers dated August 12, 1994 (the
"Offers"); and
WHEREAS, pursuant to the Offers shares of American Common Stock,
par value $.05 per share (the "Common Stock"), have been issued to the Holders
in the amounts set forth opposite the Holders' names on the signature pages
hereto; and
WHEREAS, American desires to provide the Holders with an
opportunity to achieve liquidity in their respective investments in American by
granting the Holders certain registration rights relating to the Common Stock.
NOW, THEREFORE, American and the Holders agree as follows:
1. Definitions. As used in this Agreement, the following
terms shall have the respective meanings set forth below (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):
"American" has the meaning specified in the preamble.
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"Closing Price" means, with respect to the Common Stock, the last
reported sales price of the Common Stock on the New York Stock Exchange, the
American Stock Exchange, the NASDAQ National Market System or any similar
system of automated dissemination of quotations of securities prices in the
United States.
"Common Stock" has the meaning specified in the recitals.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Fundamental Change" shall mean (i) the occurrence of any
transaction or event in connection with which all or substantially all of the
shares of Common Stock are exchanged for, converted into, acquired for or
constitute solely the right to receive cash, securities, property or other
assets (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification or otherwise) or (ii) the
conveyance, sale, lease, assignment, transfer or other disposal of all or
substantially all of American's property, business or assets; provided,
however, that a Fundamental Change shall not be deemed to have occurred by
reason of the occurrence of any reverse stock split proposed by American.
"Holder" has the meaning specified in the preamble.
"Indemnified Party" has the meaning specified in Section 4(d).
"Indemnifying Party" has the meaning specified in Section 4(d).
"Initiating Holders" means any Holders who propose to have
American register their Restricted Stock, which Restricted Stock shall have an
aggregate market value, determined by reference to the Closing Price of the
Common Stock on the date such request is received, of at least $2,000,000.
"Interests" has the meaning specified in the recitals.
"Offers" has the meaning specified in the recitals.
"person" means any individual, firm, corporation, partnership or
other entity, unless the context otherwise requires.
"Requesting Holders" has the meaning specified in Section
4(b)(ii) hereof.
"Restricted Stock" means any shares of Common Stock acquired by
any Holders in connection with the Offers, including any such shares acquired
pursuant to Section 9 of the Offer to Purchase and Exchange Offer relating to
the Offers.
"SEC" means the Securities and Exchange Commission.
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"Securities Act" means the Securities Act of 1933, as amended.
"Termination Date" has the meaning specified in Section 5(a)
hereof.
2. Covenants of the Holders.
(a) Each Holder covenants and agrees that it shall not sell,
transfer any beneficial interest in, or otherwise dispose of any shares
of Restricted Stock otherwise than pursuant to (i) an effective
registration statement under the Securities Act, (ii) Rule 144 of the
general rules and regulations under the Securities Act or (iii) an
exemption from registration under the Securities Act determined to be
available in the opinion of counsel reasonably acceptable to American.
(b) All certificates representing ownership of shares of
Restricted Stock shall include the following legend until such
securities have been transferred in accordance with the provisions
hereof:
"These shares have not been registered under the Securities Act
of 1933, as amended, or any applicable state securities laws, and
such shares may not be offered, sold or otherwise transferred,
pledged or hypothecated unless and until registered or qualified
under such Act or state laws, or unless such offer, sale,
transfer, pledge or hypothecation is exempt from registration or
is otherwise in compliance with such Act or state laws."
3. Covenants of American.
Prior to the Termination Date and subject to the provisions
hereof:
(a) For as long as any Holder shall continue to hold any
Restricted Stock, American shall file, on a timely basis, all annual,
quarterly and other reports required to be filed by it under Section 13
or 15(d) of the Exchange Act and the rules and regulations thereunder,
as amended from time to time.
(b) If a Fundamental Change (the date of occurrence of such
Fundamental Change being the "Fundamental Change Date") shall occur at
any time after the Expiration Date (as defined in the Offers) and the
issuance of the Initial Shares but before the issuance of the Subsequent
Shares (as such capitalized terms are defined in the Offers), each
Holder of Interests that were tendered for exchange in the Offers but
that have, at the time of such Fundamental Change Date, not been
exchanged for shares of Common Stock, shall have the right to require
that American or its successor purchase, in which event American or its
successor shall be obligated to purchase, such Interests at a purchase
price equal to the same consideration, or the cash equivalent, that such
Holder would have been entitled to receive if such shares of Common
Stock had been issued on or before the Fundamental
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Change Date (the "Purchase Price"), in accordance with the procedures
set forth in Subsections (c) and (d) of this Section; provided, however,
that such holders shall not have such right, and American or its
successor shall not have such obligation, if at the special meeting of
stockholders of American called to consider a proposal to approve the
issuance of the Subsequent Shares Stockholder Approval (as such
capitalized terms are defined in the Offers) of such proposal is not
obtained.
(c) Within 30 days following any Fundamental Change Date,
American or its successor shall send by first class mail, postage
prepaid, to each Holder of such Interests, at his address appearing in
the corporate records of American or its successor, a notice stating:
(i) that a Fundamental Change has occurred and that
such Holder has the right to require American or its successor to
purchase such Interests at the Purchase Price;
(ii) the circumstances and relevant facts regarding such
Fundamental Change;
(iii) a purchase date (the "Purchase Date"), which shall
be no fewer than 30 days nor more than 60 days from the date such
notice is mailed or if not a business day, the next following
business day;
(iv) the Purchase Price; and
(v) the place at which notice to exchange such
Interests is to be presented.
(d) Notwithstanding anything to the contrary herein, American
or its successor shall not be obligated to give notice to Holders of
such Interests or to purchase such Interests with respect to more than
one Fundamental Change.
(e) Notwithstanding anything to the contrary herein, the
purchase rights and obligations set forth in Section 3(b) and Section
3(c) with respect to any shares of Restricted Stock shall terminate and
be of no further force or effect upon the sale of such Shares pursuant
to a registered underwritten public offering of Common Stock effected
pursuant to Section 4.
4. Registration Rights.
(a) Required Registration. The Initiating Holders may request
that American effect an underwritten registration with respect to any
Restricted Stock as follows:
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(i) Request for Registration of Restricted Stock. In
the event that American shall receive from the Initiating Holders
a written request that American effect registration of an
underwritten public offering with respect to all or any part of
the Restricted Stock, American will: (A) promptly give written
notice of the proposed registration to all other Holders; and (B)
as soon as practicable use its diligent best efforts to effect
all such registration, qualification and compliance (including,
without limitation, the execution of an undertaking to file
post-effective amendments, appropriate qualification under
applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under
the Securities Act) as may be so requested and as would permit or
facilitate the underwritten offering of all or such portion of
such Restricted Stock as is specified in such request, together
with all or such portion of the Restricted Stock of any Holder or
Holders thereof joining in such request as are specified in a
written request given within 30 days after receipt of such
written notice from American; provided that American shall not be
obligated to take any action to effect any such registration,
qualification or compliance pursuant to this Section 4(a)(i) if:
(A) American has effected one previous registration pursuant to
this Section 4(a)(i) during the preceding twelve-month period,
(B) American has effected two previous registrations pursuant to
this Section 4(a)(i), (C) American has effected during the
preceding six-month period one previous registration statement
pursuant to any other exercise by a holder or holders of Common
Stock of demand registration rights in which the Holders were
entitled to include their Restricted Stock pursuant to Section
4(b) or (D) reputable counsel designated by American delivers an
opinion to such Initiating Holders, in form and substance
satisfactory to such Initiating Holders, to the effect that the
Restricted Stock specified in the request for registration may be
sold or distributed as planned by the Initiating Holders without
registration.
(ii) Underwriting. American shall (together with all
Holders proposing to sell their Restricted Stock in the
underwritten public offering) enter into an underwriting
agreement in customary form with the representative of the
underwriter or underwriters selected for such underwriting by
American. Notwithstanding any other provision of this Section
4(a), if the representative determines, in good faith and
independent of any request by American, that marketing factors
require a limitation of the number of shares to be underwritten,
the representative may limit the number of shares of Restricted
Stock to be included in the registration and underwriting to the
extent such representative deems necessary. American shall so
advise all Holders, and the number of shares of Restricted Stock
that may be included in the registration and underwriting shall
be allocated among all Holders thereof in proportion, as nearly
as practicable, to the respective amounts of Restricted Stock
entitled to inclusion in such registration held by such Holders
at the time of filing the registration statement. If any Holder
disapproves of the terms of the underwriting, such person may
elect to withdraw
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therefrom by written notice to American, the underwriter and the
Initiating Holders and the Restricted Stock so withdrawn shall
also be withdrawn from registration but shall be entitled to such
registration rights granted to such Restricted Stock pursuant to
this Section 4(a) as may thereafter remain in effect.
American and the holders of Common Stock of American to
whom American has granted registration rights substantially
identical to those granted hereunder may include their respective
shares of Common Stock for their own accounts in such
registration if the representative of the underwriters so agrees
and if the number of shares of Restricted Stock and other Common
Stock that would otherwise have been included in such
registration and underwriting will not thereby be limited and if
such inclusion will not otherwise adversely affect the offering.
(iii) Expenses of Requested Registration. American shall
bear all expenses incurred in connection with each registration,
qualification or compliance pursuant to Section 4(a)(i),
including, without limitation, all registration, filing and
qualification fees, printing expenses, audit fees and fees and
disbursements of counsel for American (but excluding
underwriters' commissions and fees and any reimbursable
disbursements and expenses of the underwriters allocable to the
Restricted Stock of the Holders, which commissions, fees,
disbursements and expenses shall be borne pro rata (by share) by
the Holders electing to participate in such requested
registration).
(b) Company Registration.
(i) Registration Initiated by American. In the event
American shall determine at any time prior to the expiration of
two years following the later of (i) the Expiration Date or (ii)
the date of issuance of the Subsequent Shares following
Stockholder Approval thereof (as such capitalized terms are
defined in the Offers) to register any of its Common Stock under
the Securities Act for sale in an underwritten offering, either
for its own account or for the account of a holder or holders of
Common Stock exercising their respective demand registration
rights (but specifically excluding any registration relating to
employee benefit plans, or the acquisition or purchase by or
combination by merger or otherwise of American with another
company or business entity or partnership or a registration
pursuant to Section 4(a)), American will:
(A) promptly give to each Holder written notice
thereof (which shall include a list of the jurisdictions
in which American intends to attempt to qualify such
Common Stock under the applicable blue sky or other state
securities laws); and
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(B) include in such registration (and any
related qualification under blue sky laws or other
compliance), all the Restricted Stock specified in a
written request or requests, made within 30 days after
receipt of such written notice from American, by any
Holder or Holders, except as set forth in Sections
4(b)(ii) and 4(b)(iii) below.
(ii) Amount to be Included. Notwithstanding any other
provision of Section 4(b), in the event that Restricted Stock is
requested to be included in any registration initiated pursuant
to Section 4(b)(i), and if, in the good faith judgment of the
representative of the underwriters and independent of any request
by American, the inclusion of all of the Restricted Stock
originally covered by a request for registration, together with
the number of shares to be offered by American or other holders
of Common Stock who hold similar registration rights, would
interfere with the successful marketing of such shares, then such
representative may limit the number of shares of Common Stock to
be included in the registration such that the Holders of shares
of Restricted Stock together with other holders of Common Stock
who hold similar registration rights who have requested
registration (collectively, the "Requesting Holders") shall
participate in the underwritten public offering pro rata based
upon the total number of shares of Common Stock held by each
Requesting Holder (including the number of shares of Common Stock
that each such holder may then be entitled to receive upon the
exercise of any option or warrant, or the exchange or conversion
of any security, held by such holder). If any such holder would
thus be entitled to include more shares than such holder
requested to be registered, the excess shall be allocated among
other Requesting Holders pro rata in a manner similar to that
described in the previous sentence.
(iii) Underwriting. The right of any Holder to
registration pursuant to this Section 4(b) shall be conditioned
upon such Holder's participation in the underwriting and the
inclusion of such Holder's Restricted Stock in the underwriting
to the extent provided herein. All Holders proposing to sell
their Restricted Stock through such underwriting shall (together
with American and the other holders (if any) selling their shares
of Common Stock through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by American. If any
Holder disapproves of the terms of any such underwriting, he may
elect to withdraw therefrom by written notice to American and the
underwriter. Any Restricted Stock excluded or withdrawn from
such underwriting shall be withdrawn from such registration.
(iv) Expenses of Registration by American. American
shall bear all expenses incurred in connection with each
registration, qualification or compliance pursuant to this
Section 4(b), including, without limitation, all registration,
filing
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and qualification fees, printing expenses, audit fees and fees
and disbursements of counsel for American (but excluding
underwriters' commissions and fees and any reimbursable
disbursements and expenses of the underwriters allocable to the
Restricted Stock of the Holders, which commissions, fees,
disbursements and expenses shall be borne pro rata (by share) by
the Holders electing to participate in such requested
registration).
(c) Registration Procedures. In the case of each
registration, qualification or compliance effected by American pursuant
to this Section 4 pursuant to which Restricted Stock for a Holder is
included therein, American will keep such Holder advised as to the
initiation of each registration, qualification and compliance and as to
the completion thereof. At its expense, American will:
(i) furnish such number of prospectuses and other
documents incident thereto as such Holder from time to time may
reasonably request; and
(ii) list such Restricted Stock on each securities
exchange (if any) on which the Common Stock is listed.
(d) Indemnification.
(i) American will, if Restricted Stock held by a Holder
is included in the shares of Common Stock as to which such
registration, qualification or compliance is being effected,
indemnify such Holder, each of its officers and directors, and
each person controlling such Holder, with respect to which
registration, qualification or compliance has been effected
pursuant to Section 4(a) or (b), and each underwriter, and each
person who controls any underwriter, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any prospectus,
offering circular or other document (including any related
registration statement, notification or the like) incident to any
such registration, qualification or compliance, or based on any
omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements
not misleading, or any violation by American of any rule or
regulation promulgated under the Securities Act, or of any other
federal, state or common law, applicable to American and relating
to any action or inaction required of American in connection with
any such registration, qualification or compliance, and will
reimburse each such Holder, each of its officers and directors,
and each person controlling such Holder, each such underwriter
and each person who controls any such underwriter, for any legal
and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage,
liability or action, provided that American will not be liable in
any such case to the extent that any such claim, loss, damage,
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liability or expense arises out of or is based on any untrue
statement or omission based upon written information furnished to
American by an instrument duly executed by such Holder or
underwriter and stated to be specifically for use therein. Such
indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such party and shall
survive the subsequent transfer of shares of Common Stock by the
seller thereof and the transfer of any shares of Common Stock of
American that were the subject of such registration,
qualification or listing.
(ii) Each Holder will, if Restricted Stock held by such
Holder is included in the shares of Common Stock as to which such
registration, qualification or compliance is being effected,
indemnify American, each of its directors and officers, each
underwriter of American's Common Stock covered by such a
registration statement, each person who controls American or such
underwriter within the meaning of the Securities Act, and each
other Holder registering Restricted Stock, each of its officers
and directors and each person controlling such Holder, against
all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any
such registration statement, prospectus, offering circular or
other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will
reimburse American, such Holders, such directors, officers,
persons, underwriters or control persons for any legal or any
other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information
furnished to American by such Holder specifically for use
therein; provided, however, that (i) the obligations of such
Holders hereunder shall be limited to an amount equal to the
proceeds to each such Holder of Restricted Stock sold as
contemplated herein and (ii) the indemnity for untrue statements
or omissions described above shall not apply if the Holder
providing such written information provides American with such
additional written information prior to the effectiveness of the
registration as is required to make the previously supplied
written information true and complete, together with a
description in reasonable detail of the information previously
supplied that was untrue or incomplete.
(iii) Each party entitled to indemnification under this
Section 4(d) (the "Indemnified Party") shall give notice to the
party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and
shall permit the Indemnifying Party to assume the defense of any
such claim or any
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litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim
or litigation, shall be approved by the Indemnified Party (whose
approval shall not unreasonably be withheld), and the Indemnified
Party may participate in such defense at such party's expense,
and provided further that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying
Party of its obligations under this Section 4(d). After notice
from the Indemnifying Party to the Indemnified Party of its
election to assume the defense of such claim or litigation, the
Indemnifying Party will not be liable to such Indemnified Party
for any legal or other expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof other
than reasonable costs of investigation, unless the Indemnifying
Party abandons the defense of such claim or litigation. No
Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or
litigation.
(e) Information by Holder. The Holder or Holders of
Restricted Stock included in any registration shall furnish to American
such information regarding such Holder or Holders and the distribution
proposed by such Holder or Holders as American may reasonably request,
and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 4.
(f) Postponement of Requested Registration. If, within ten
days of American's receipt of a registration request from Initiating
Holders, American notifies such Initiating Holders in writing that
effecting the requested registration would materially and adversely
affect a material transaction then under current consideration by
American, then American may postpone its performance of its obligations
hereunder for a period not to exceed 90 days.
(g) Term. Notwithstanding any other provision of this
Agreement, the respective covenants and agreements contained in this
Section 4 shall continue for a period of two years following the later
of (i) Expiration Date (as such term is defined in the Offers) and (ii)
the date of the issuance of the Subsequent Shares following Stockholder
Approval thereof (as such capitalized terms are defined in the Offers),
and with respect to any request for registration made prior to the end
of such two-year period, shall continue in effect until all obligations
hereunder with respect thereto are fulfilled, provided that the
indemnification obligations contained in Section 4(d) shall survive
forever.
5. Termination.
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(a) Subject to Section 4(g), this Agreement shall terminate
two years following the later of (i) the Expiration Date (as such term
is defined in the Offers) and (ii) the date of the issuance of the
Subsequent Shares following Stockholder Approval thereof (as such
capitalized terms are defined in the Offers) (the "Termination Date").
6. Miscellaneous.
(a) The Holders, on the one hand, and American, on the other,
acknowledge and agree that irreparable damage would occur in the event
any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly
agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and
to enforce specifically the terms and provisions hereof in any court of
the United States or any state thereof having jurisdiction, in addition
to any other remedy to which they may be entitled at law or equity.
(b) If requested in writing by American, each Holder shall
present or cause to be presented promptly all certificates representing
Restricted Stock now owned for the placement thereon of the following
legend, which will remain on such certificates as long as such
Restricted Stock are subject to the restrictions contained in this
Agreement:
"The securities represented by this certificate are
subject to the provisions of a Stockholder and Registration
Rights Agreement, dated as of _______________ ___, 1994, between
the registered owner of the shares represented by this
certificate and American Exploration Company (the 'Agreement').
These securities may not be sold or transferred except in
accordance with the Agreement. A copy of the Agreement is on
file at the office of the Corporate Secretary of American
Exploration Company."
American may enter a stop transfer order with the transfer agent
or agents of American prohibiting the transfer of Restricted Stock
except in compliance with the requirements of this Agreement. American
agrees to remove promptly any stop transfer order with respect to, and
issue promptly unlegended certificates in substitution for, certificates
for any shares of Restricted Stock that are no longer subject to the
restrictions contained in this Agreement.
(c) All notices and other communications hereunder shall be in
writing and shall be deemed given (i) when delivered personally, (ii)
when received if sent by registered or certified mail, return receipt
requested, or delivery service or (iii) when received by facsimile
transmission, in each case to the parties at the following addresses (or
at such other address as a party may specify by like notice):
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(A) If to American, to:
American Exploration Company
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxx, XX
Fax: (000) 000-0000
Telephone confirmation: (000) 000-0000
With a copy (which shall not constitute notice) to:
Xxxxx & Xxxxx, L.L.P.
000 Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxx X. Xxxx
Fax: (000) 000-0000
(B) If to any Holder, to the address maintained in the
records of American.
(d) This Agreement supersedes all prior agreements between the
parties (written or oral) and is intended as a complete and exclusive
statement of the terms of the agreement between the parties.
(e) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware and shall be construed
and enforced in accordance with the laws of such state without regard to
principles of conflicts of laws thereof.
(f) The headings and table of contents contained in this
Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
(g) Any term or provision of this Agreement may be waived at
any time by an instrument in writing signed by the party that is
entitled to the benefits thereof, and this Agreement may be amended or
supplemented at any time by an instrument in writing signed by both
parties hereto.
(h) Except as otherwise provided herein, no party hereto shall
assign this Agreement or any part thereof without the prior written
consent of the other parties. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. No such assignment
shall release any party of any of its obligations under this Agreement.
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(i) If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is
not affected in any manner adverse to either party. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of
the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent
possible.
(j) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute but one and the same agreement.
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IN WITNESS WHEREOF, the Holders and American have caused this
Agreement to be duly executed by their respective officers, each of whom is
duly authorized, all as of the day and year first above written.
AMERICAN EXPLORATION COMPANY
By:
-------------------------------
Name:
Title:
Number of Shares: [HOLDER]
(issue date)
By:
-------------------- -------------------------------
Name:
Title:
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SCHEDULE
American Exploration Company has entered into agreements identical to
the foregoing with respect to the following parties (except that the agreement
with Phoenix Home Life Mutual Insurance Company was dated as of January 1995),
with the number of shares subject to each agreement set forth opposite such
party's name:
Dominion Reserves Inc. 2,250,487
GEAPPL Corp. 9,575,170
Connecticut Mutual Life 433,987
Insurance Company
Massachusetts Mutual Life 3,598,524
Insurance Company
New York Life Insurance 3,390,351
Company
New York Life Insurance 401,947
& Annuity Corporation
Pan American Life Insurance 492,143
Company
Phoenix Home Life Mutual 3,460,943
Insurance Company
Principal Mutual Life Insurance 2,742,314
Company
UNUM Life Insurance Co. 5,510,373
of America
First UNUM Life Insurance 274,336
Company
