1
EXHIBIT 10(a)
April 1, 1997
NYLIFE Inc.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This letter agreement shall serve as an amendment (the
"Amendment") to the Agreement dated February 15, 1996, by and among American
Exploration Company, American Exploration Production Company, and NYLIFE Inc.,
(the "Agreement"). Defined terms used herein have the meaning attributed to
them in the Agreement.
The existing language in Paragraph 7 of the Agreement shall be
deleted in its entirety and replaced with the following:
Agreement in Lieu of Liquidation Reserve
In lieu of the establishment by any NYLOG
Partnership, or the general partners thereof, of any
reserve for contingent liabilities in connection with
any dissolution and liquidation of the NYLOG
Partnerships, as contemplated by this Agreement,
NYLIFE and the American Parties agree as follows:
2
Upon the payment by NYLIFE of $2.5 million to AX
concurrently with liquidation of the NYLOG
Partnerships, all Liabilities, as hereinafter
defined, of the NYLOG Partnerships, will be borne (i)
up to an aggregate amount of $2.5 million by the
American Parties, (ii) in excess of $2.5 million
through $4.0 million by NYLIFE, and (iii) in excess
of $4.0 million through $8.0 million by the American
Parties. All Liabilities in excess of $8 million
will be borne equally by the American Parties on the
one hand and NYLIFE on the other. For purposes of
this Agreement, the term "Liabilities" shall include
all amounts, including, but not limited to, third
party costs, expenses, fees, disbursements (including
counsels' fees and disbursements), judgments,
payments in settlement and other amounts paid or due,
which could be reserved for in connection with the
dissolution and liquidation of the NYLOG
Partnerships, but excluding (i) all internal costs of
AX, AEPCO and their affiliates that would otherwise
be classified as Liabilities, (ii) all Indemnified
Liabilities and rights with respect thereto of the
American Indemnified Parties and (iii) specific
liabilities assumed pursuant to the letter agreement,
dated April 2, 1997, among the American Parties and
NYLIFE Equity Inc.
All other terms and provisions of the Agreement shall remain in full force and
effect.
2
3
If the foregoing is satisfactory, please indicate your consent
to, and agreement with, the Amendment by signing the enclosed copy hereof and
returning the same to the undersigned, whereupon this letter shall become a
binding agreement among the parties hereto.
AMERICAN EXPLORATION COMPANY
and AMERICAN EXPLORATION
PRODUCTION COMPANY
By: /s/ XXXX X. XXXXX
----------------------------------
Name: Xxxx X. Xxxxx
Title: Sr. V.P. & CFO
CONSENTED AND AGREED TO
as of the 1st day of April, 1997
NYLIFE INC.
By: /s/ XXXXX X. XXXX
-----------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
3
