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Exhibit 10
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XXXXX XXXXXXX NATURAL GAS CORP.
00000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
December 20, 1994
S.A. Xxxxx Xxxxxxx et Cie
00 Xxxxxx xx xx Xxxxxx Xxxxx
00000 Xxxxx, Xxxxxx
Xxxxx Xxxxxxx Natural Gas Holdings Corp.
Brandywood Office Plaza
0000 Xxxxx Xxxx, Xxxxx #000
Xxxxxxxxxx, XX 00000-0000
Re: Registration Rights Agreement dated as of November 9,
1993 by and between Xxxxx Xxxxxxx Natural Gas Corp. and
Xxxxx Xxxxxxx Natural Gas Holdings Corp. (the
"Registration Rights Agreement") Gentlemen:
Xxxxx Xxxxxxx Natural Gas Corp. (the "Company") has been
advised that Xxxxx Xxxxxxx Natural Gas Holdings Corp. ("LDNGHC") has transferred
20,000,000 shares of Common Stock of the Company (the "Shares") to S.A. Xxxxx
Xxxxxxx et Cie ("SALD"). The Shares are covered by the Registration Rights
Agreement and are considered to be "Restricted Stock" for purposes thereof. In
connection with such transfer, LDNGHC desires to assign to SALD its rights and
responsibilities under the Registration Rights Agreement with respect to the
Shares.
The Company has also been advised that SALD desires following
such transfer to pledge all or a portion of the Shares to Societe Generale, as
Agent, for 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 Credit National
and Banque Indosuez (the "Pledgee") as security in connection with a loan
transaction and to assign to the Pledgee its rights and responsibilities under
the Registration Rights Agreement with respect to the Shares.
The Company hereby consents to the above referenced
assignments of rights and responsibilities under the Registration Rights
Agreement and affirms that, following the respective assignments and subject to
the limitations set forth below, SALD and the Pledgee shall each be considered a
"Holder" for all purposes under the Registration Rights Agreement with respect
to such of the Shares as are owned by or pledged to them, as the case may be. It
is expressly understood that such consent is provided for purposes of Section 10
of the Registration Rights Agreement only and that the ability of SALD and the
Pledgee to exercise any rights under the Registration Rights
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S.A. Xxxxx Xxxxxxx et Cie
Xxxxx Xxxxxxx National Gas Holdings Corp.
December 20, 1994
Page 2
Agreement that are assigned to either of them shall be subject to any
limitations or restrictions contain in any agreements entered into, or to be
entered into, between SALD and the Pledgee.
Furthermore, LDNGHC desires to subordinate certain of its
rights under the Registration Rights Agreement to those of SALD or any Pledgee
to which SALD has assigned its rights and responsibilities under the
Registration Rights Agreement. LDNGHC and the Company hereby agree that for
purposes of any demand or piggyback registration which excludes shares of
"Restricted Stock" for which registration is properly requested, the principle
of pro rata allocation among requesting Holders set forth in Section 2(b) and 3
of the Registration Rights Agreement shall be modified as follows: SALD and any
such pledgee shall be entitled to include any of the Shares owned by or pledged
by them (for which registration was properly requested and which would otherwise
be excluded from the proposed registration) in place of all or a portion of the
shares which LDNGHC would otherwise have been entitled to include in the
registration.
The Company agrees that (a) upon the effectiveness of the
registration referred to above or (b) an opinion of counsel for the Pledgee that
the Shares may be disposed of consistent with the provisions of Rule 144 under
the Securities Act of 1933, it will promptly instruct the Company's transfer
agent to process any transfer requested by the Pledgee and issue clean,
unlegended certificates to the Transferee or Transferees.
The agreements contained in the preceding paragraph shall have
the force and effect of, and shall constitute, an amendment to the Registration
Rights Agreement and shall be binding on the successors and assigns of LDNGHC
and the Company. However, the benefits conferred by the agreements contained in
the preceding paragraph shall be specific to SALD and the Pledgee and may not be
transferred or assigned by them without the prior written consent of LDNGHC and
the Company.
If the foregoing meets with the approval and agreement of
LDNGHC and SALD, please so indicate by signing in the space provided below.
XXXXX XXXXXXX NATURAL GAS CORP.
By:________________________________
Name: Xxxx X. Xxxxxx
______________________________
Title: Chief Operating Officer
_____________________________
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S.A. Xxxxx Xxxxxxx et Cie
Xxxxx Xxxxxxx National Gas Holdings Corp.
December 20, 1994
Page 3
Agreed to and accepted as of the
23rd day of December, 1994.
XXXXX XXXXXXX NATURAL GAS HOLDINGS CORP.
By:_______________________________
Name:_____________________________
Title:____________________________
S.A. XXXXX XXXXXXX ET CIE
By:_______________________________
Name: Xxxx-Xxxxxx PIETRA
_____________________________
Title: Directeur General
____________________________
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