Coho Energy, Inc.
00000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
September 29, 1997
The Xxxxxx Xxxxxxx Leveraged
Equity Fund II, X.X.
Xxxxx Oil Company Ltd.
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
Dear Sirs:
1. Reference is made to the Registration Rights and
Shareholder Agreement (the "Agreement") dated as of December 8, 1994, among Coho
Energy, Inc., a Texas corporation, The Xxxxxx Xxxxxxx Leveraged Equity Fund II,
L.P., a Delaware limited partnership, and Xxxxx Oil Company Ltd., a Texas
limited partnership. Defined terms used herein that are not defined herein shall
have the meanings assigned to them in the Agreement.
2. Section 5.1 of the Agreement is hereby amended in its
entirety to read as follows:
"5.1 Board of Directors. The Company agrees to nominate two
persons, one designated by MSLEF II (the "First Designee"), and one
designated by Xxxxx (the "Second Designee"), for election to the Board
of Directors of the Company at each annual meeting of the Company's
shareholders after 1997. In the event the shares of Common Stock owned
by MSLEF II and Xxxxx that were acquired by them pursuant to the
Acquisition or upon the exchange of (or in satisfaction of accrued
dividends with respect to) the Series A Preferred (including for this
purpose shares that have been distributed by MSLEF II or Xxxxx to their
respective partners and are owned by such partners) shall constitute
less than 5% of the outstanding shares of Common Stock, the Company's
obligations with respect to this Section 5.1 shall cease. To the extent
the Company's proxy statement for any annual meeting includes a
recommendation regarding the election of any other nominees to the
Company's Board of Directors, the Company agrees to include a
recommendation that the shareholders also vote in favor of the
foregoing nominees."
2
3. This Agreement shall become effective upon the closing of
the sale of the shares of Common Stock covered by the Company's Registration
Statement on Form S-3 (Registration Number 333-33979).
4. This Agreement shall be governed by the laws of the State
of Texas.
COHO ENERGY, INC.
By:
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Name: Xxxxxxx Xxxxxx
Title: President
Accepted and agreed as of the date first above written:
XXXXX OIL COMPANY LTD.
By:
-------------------------------
Name: Xxxx X. Xxxxx,
Title: General Partner
THE XXXXXX XXXXXXX LEVERAGED
EQUITY FUND II, L.P.
BY: XXXXXX XXXXXXX LEVERAGED
EQUITY FUND II, INC., its
GENERAL PARTNER
By:
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Name:
Title:
