EXHIBIT 6
SUBORDINATE ASSIGNMENT AND ASSUMPTION AGREEMENT
This Subordinate Assignment and Assumption Agreement (the
"Agreement"), dated as of December 27, 1995, among S.A. Xxxxx Xxxxxxx et Cie,
a French corporation ("SALD") and Societe Generale, as Agent under a
Convention de Pret en Devises dated December 27, 1995 (the "Credit Agreement"),
among SALD, Societe Generale and Banque Nationale de Paris (the
"Banks") and Societe Generale, as Agent.
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Banks have agreed to
make loans to SALD in an aggregate principal amount not to exceed
$250,000,000, on the terms and subject to the conditions set forth therein;
WHEREAS, pursuant to a Convention de Pret en Devises, dated
December 23, 1994 (the "1994 Credit Agreement"), among SALD Societe Generale,
Banque Nationale de Paris, Credit Lyonnais, Caisse Centrale des Banques
Populaires, Banque Francaise du Commerce Exterieur, Caisse Nationale de
Credit Agricole, Credit Industriel et Commercial, Banque Indosuez and Credit
National (the "1994 Banks") and Societe Generale, as agent (the "1994
Agent"), the 1994 Banks have agreed to make loans to SALD in an aggregate
principal amount not to exceed $250,000,000, on the terms and subject to the
conditions set forth therein;
WHEREAS, in order to secure its obligations under the 1994 Credit
Agreement and the other Secured Obligations (as such term is defined in the
1994 Pledge Agreement referred to below), SALD has pledged on a senior basis
all of its right, title and interest in and to the twenty million shares of
Xxxxx Xxxxxxx Natural Gas Corp., an Oklahoma corporation ("LDNG"), owned by
it to the 1994 Banks pursuant to the Pledge Agreement, dated as of December 23,
1994, between SALD, on the one hand, and the 1994 Agent and the 1994 Banks,
on the other hand (the "1994 Pledge Agreement");
WHEREAS, Xxxxx Xxxxxxx Natural Gas Holdings Corp. ("LDNGHC") has
assigned to SALD all of its rights and obligations (insofar as they relate to
the Securities) under the Registration Rights Agreement dated as of November
9, 1993, between LDNGHC and LDNG, as amended by a letter agreement dated
December 22, 1993 from LDNG to SALD and LDNGHC by a letter agreement dated
December 20, 1994 from LDNG to SALD and LDNGHC and by a letter agreement
dated December 27, 1995 from LDNG to SALD and LDNGHC (as amended, the
"Registration Rights Agreement");
WHEREAS, pursuant to the Assignment and Assumption Agreement dated
as of December 23, 1994 (the "Senior Assignment and Assumption Agreement"),
SALD assigned and transferred to the Secured Parties (as defined in the 1994
Pledge Agreement, the "1994 Secured Parties") and their successors and
assigns all of its right, title and interest in and to the Registration
Rights Agreement as additional collateral to secure the loans under the 1994
Credit Agreement;
WHEREAS, pursuant to the 1995 Credit Agreement, the Banks have
agreed to make loans to SALD in an aggregate principal amount not to exceed
$75,000,000, on the terms and subject to the conditions set forth therein;
WHEREAS, in order to secure its obligations under the 1995 Credit
Agreement and the other Secured Obligations (as such term is defined in the
1995 Pledge Agreement referred to below), SALD has pledged, subject to the
terms and conditions thereof, all of its right, title and interest in and to
the twenty million shares of LDNG, owned by it to the Banks pursuant to the
Pledge Agreement, dated as of December 27, 1995, between SALD, on the one
hand, and the Agent and the Banks, on the other hand (the "1995 Pledge
Agreement") (terms used but not defined herein shall have the meanings
ascribed thereto in the 0000 Xxxxx Xxxxxxxxx);
WHEREAS, it is a condition precedent to the obligation of the Banks
to make loans under the 1995 Credit Agreement that SALD shall have executed
and delivered this Agreement;
NOW, THEREFORE, with intent to be legally bound hereby and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, SALD hereby assigns and transfers as additional
collateral to secure the loans under the 1995 Credit Agreement all of its
right, title and interest in and to the Registration Rights Agreement to the
Secured Parties and their successors and assigns, insofar as such right,
title and interest relate to such of the securities as are or become priority
collateral.
TO HAVE AND TO HOLD the same unto the Secured Parties and their
successors and assigns.
SALD further agrees that upon the occurrence and during the
continuance of an Event of Default the Agent, on behalf of itself and the
other Secured Parties, may exercise all of the rights of SALD assigned and
transferred hereby in and under the Registration Rights Agreement as fully as
if it and the other Secured Parties were named therein as parties thereto and
that SALD will take such further actions (including but not limited to
executing and delivering such further instruments, documents and agreements)
as may be necessary or desirable to evidence the assignment and assumption
referred to herein or to enable the Agent, on behalf of itself and the other
Secured Parties, to exercise its rights and the rights of the other Secured
Parties under the Registration Rights Agreement; PROVIDED that the parties
hereto acknowledge and agree that the rights of SALD assigned and transferred
hereby may be exercised by the Agent, on behalf of itself and the other
secured Parties, only with respect to such of the Securities as are or become
Priority Collateral.
This Agreement is binding on all parties who lawfully succeed to
the rights or take the place of the Secured Parties or SALD.
This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
were upon the same instrument.
This Agreement shall be construed in accordance with and governed
by the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their duly authorized officers all as of the date first
written above.
S.A. XXXXX XXXXXXX ET CIE
By: /s/
-------------------------------
Name:
Title:
SOCIETE GENERALE,
as Agent
By: /s/
-------------------------------
Name:
Title:
Agreed and Acknowledged:
Societe Generale,
as 1994 Agent
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