▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ TRUST
C/▇ ▇▇▇▇▇▇ CORPORATION
▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
September 20, 1995
Enterra Corporation
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
Reference is made to the agreement dated as of this date among ▇▇▇▇▇▇
Corporation ("▇▇▇▇▇▇"), Energy Industries, Inc. ("▇▇▇▇▇▇ Sub"), ▇▇▇▇▇▇ Energy
Industries, L.P. ("▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Sub and ▇▇▇▇▇▇ Partnership (the "Sale Agreement").
To induce Enterra and Enterra Sub to enter into the Sale Agreement, the
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust (the "Trust") hereby agrees, on behalf of itself and
any affiliates of the Trust or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ who own shares of common
stock of ▇▇▇▇▇▇ ("Affiliates"), that the Trust and all Affiliates will vote
all shares of common stock of ▇▇▇▇▇▇ owned or controlled by them in accordance
with the recommendation of the Board of Directors of ▇▇▇▇▇▇ with respect to
the approval by the stockholders of ▇▇▇▇▇▇
Enterra Corporation
September 20, 1995
Page 2
of resolutions to be submitted to the stockholders of ▇▇▇▇▇▇ 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,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ TRUST
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
, Trustee
