EXHIBIT 10.12
[LETTERHEAD OF ZYDECO ENERGY, INC.]
November 29, 1996
Cheniere Energy Operating Co., Inc.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Re: Fourth Amendment
Gentlemen:
I am writing with respect to that certain Exploration Agreement dated April
4, 1996, by and between FX Energy, Inc. and Zydeco Exploration, Inc., as amended
by that certain First Amendment dated May 15, 1996, and that certain Second
Amendment dated August 5, 1996, and that certain Third Amendment dated October
31, 1996 (as amended, the "Agreement"). For convenience, terms defined therein
shall have the same meaning when used herein. FX Energy, Inc. ("FX") has
changed its name to Cheniere Energy Operating Co., Inc. ("Cheniere").
Section 2 of the Agreement originally provided:
FX shall pay the Seismic Funds to ZEI for deposit in the segregated
account described in Section 12.a on the following schedule.
Date Amount
---- ------
1996-05-15 $3,000,000.00
1996-06-30 1,000,000.00
1996-07-30 1,000,000.00
1996-08-30 1,000,000.00
1996-09-30 2,000,000.00
1996-10-30 1,000,000.00
1996-11-30 1,000,000.00
1996-12-30 1,000,000.00
1997-01-30 1,000,000.00
1997-02-28 1,500,000.00
Through yesterday, November 28, 1996, Xxxxxxxx had paid $6,000,00.00.
Under the Third Amendment to the Agreement, we substituted an alternate schedule
for the remaining payments, which provided for payments as follows:
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Date Amount
---- ------
1996-11-30 2,000,000.00
1997-01-31 2,000,000.00
1997-02-28 2,000,000.00
1997-03-31 1,500,000.00
Funds in the Seismic Funds Account, an account set up at Bank One Texas,
N.A. styled "Zydeco Exploration Inc. Seismic Joint Venture Account," are
approximately $895,000 at present.
The parties anticipate that field data acquisition will be temporarily
suspended due to weather. Assuming a suspension, a minimum balance of
$1,000,000 in the Seismic Fund Account is adequate.
According, XXX and Xxxxxxxx agree as follows:
1. Payments by Cheniere of additional Seismic Funds shall be suspended;
provided, however, Cheniere shall from time to time furnish additional
Seismic Funds sufficient to maintain the balance of the Seismic Fund
Account at approximately $1,000,000. Such funds shall be forwarded
within 10 days of request by XXX. Should such funds not be forwarded
within 20 days of a reminder notice, the default shall be treated as a
Discontinuance under Section 5.
2. At any time before December 1, 1997, ZEI may direct Cheniere to resume
payment of the Seismic Funds. Such notice shall stipulate the date
the first resumed installment payment (that due on November 30, 1996
under the Third Amendment) is due. The date so specified shall be at
least 30 days after delivery of notice to Xxxxxxxx.
3. The first resumed payment shall be reduced from its $2,000,000 amount
by payments Xxxxxxxx has made to replenish the Seismic Fund Account.
4. Unless longer periods between payments are specified by ZEI:
a) the second resumed payment (that of $2,000,000 due January 31,
1996 under the Third Amendment) shall be due 60 days after the
first resumed payment;
b) the third resumed payment (that of $2,000,000 due February 28,
1997 under the Third Amendment) shall be due 90 days after the
first resumed payment; and
c) the fourth resumed payment (that of $1,500,000 due March 31, 1997
under the Third Amendment) shall be due 120 days after the first
resumed payment.
5. The normal grace period shall apply to each resumed payment.
6. Should Zydeco not direct that installment payment of Seismic Funds be
resumed by December 1, 1997, absent an agreement of the parties to the
contrary, no further Seismic Funds shall be required under the
Agreement.
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7. The parties agree that the agreements by Zydeco to defer payments
under Section 2 do not obligate Zydeco to grant further waivers nor
waive the rights of Zydeco to have payments made at the times provided
in the Agreement, as modified hereby.
If I have correctly set forth our agreements, kindly so indicate by
executing one counterpart of this letter and returning it to the undersigned.
Yours very truly,
ZYDECO EXPLORATION, INC.
By: /s/ X. Xxxx Xxxxxx
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Its: Vice President & Treasurer
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ACCEPTED AND AGREED TO THIS
29TH DAY OF NOVEMBER, 1996.
CHENIERE ENERGY OPERATING CO., INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Its: President
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