EXHIBIT J
PHEMUS CORPORATION
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
September 19, 1995
X.X. Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Howard, Weil, Labouisse,
Xxxxxxxxxx Incorporated
Energy Centre
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxx 00000
Xxxxxx Xxxxxxx & Co., Inc.
000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Re: Agreement Not to Sell Stock
Dear Sirs:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement") among Cairn Energy USA,
Inc., a Delaware corporation (the "Company"), Phemus Corporation, a
Massachusetts membership corporation (the "Selling Stockholder"), and X.X.
Xxxxxxx & Co. Inc., Howard, Weil, Labouisse, Xxxxxxxxxxx Incorporated and
Xxxxxx Xxxxxxx & Co., Inc. (collectively, the "Underwriters"), relating to an
underwritten public offering of shares (the "Shares") of Common Stock, par
value $.01 per share (the "Common Stock"), of the Company.
In order to induce you to enter into the Underwriting Agreement, and in
recognition of the benefits of the contemplated Common Stock offering to the
Company, the undersigned hereby covenants and agrees with the Underwriters, the
Company and the Selling Stockholder, and shall be deemed to represent and
warrant to the Underwriters on the date on which the Underwriting Agreement is
executed and on each date on which any Shares are sold under the Underwriting
Agreement, as follows:
The undersigned will not, without the prior written consent of X.X.
Xxxxxxx & Co. Inc. for a period of 180 days following the date of the
prospectus first used to confirm sales of Shares (the "Prospectus") (x)
directly or indirectly sell, offer or contract to sell, grant any option
for the sale of, or otherwise dispose of or transfer, or announce any
offering of the shares of Common Stock or any securities (debt or equity)
convertible into or exchangeable or exercisable for Common Stock other
than transfers to wholly-owned affiliates, or (y) cause to be filed any
registration statement under the Securities Act of 1933, as amended, with
respect to any of the foregoing.
If for any reason the Underwriting Agreement shall be terminated prior to
the Closing Date (as defined in the Underwriting Agreement), the agreement set
forth above shall likewise be terminated.
Yours very truly,
PHEMUS CORPORATION
By _________________________
Authorized Signatory
By _________________________
Authorized Signatory
