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Exhibit 9
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XXXXX XXXXXXX NATURAL GAS CORP.
00000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
December 22, 1993
S.A. Xxxxx Xxxxxxx et Cie
00 Xxxxxx xx xx Xxxxxx Xxxxx
00000 Xxxxx, Xxxxxx
Xxxxx Xxxxxxx Natural Gas Holdings Corp.
00 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
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") desires to
transfer up to 20,000,000 shares of Common Stock of the Company (the "Shares")
to S.A. Xxxxx Xxxxxxx et Cie ("S.A. Xxxxx Xxxxxxx"). 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 S.A. Xxxxx Xxxxxxx its rights and responsibilities under the Registration
Rights Agreement with respect to the Shares.
The Company has also been advised that S.A. Xxxxx Xxxxxxx
desires following such transfer to pledge all or a portion of the Shares to
Societe Generale and Banque Nationale de Paris (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, S.A. Xxxxx Xxxxxxx 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 S.A. Xxxxx Xxxxxxx and the Pledgee to exercise any rights under the
Registration Rights Agreement that are assigned to either of them shall be
subject to any
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S.A. Xxxxx Xxxxxxx et Cie
Xxxxx Xxxxxxx National Gas
Holdings Corp.
December 22, 1993
Page 2
limitations or restrictions contained in any agreements entered into, or to be
entered into, between S.A. Xxxxx Xxxxxxx and the Pledge.
Furthermore, LDNGHC desires to subordinate certain of its
rights under the Registration Rights Agreement to those of S.A. Xxxxx Xxxxxxx
and the Pledgee. 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 Sections 2(B) and 3 of the Registration
Rights Agreement shall be modified as follows: S.A. Xxxxx Xxxxxxx and the
Pledgee shall be entitled to include any of the Shares owned by or pledged to
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 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 S.A. Xxxxx Xxxxxxx et Cie and the
Pledgee and may not be transferred or assigned by them without the prior written
consent of LDNGHC and the Company.
The agreements contained herein shall not be construed to
modify or effect the terms of that certain Lock Up Agreement dated November 11,
1993 executed by LDNGHC and S. A. Xxxxx Xxxxxxx in favor of the underwriters in
connection with the initial public offering of the Company's common stock.
If the foregoing meets with the approval and agreement of
LDNGHC and S.A. Xxxxx Xxxxxxx et Cie, please so indicate by signing in the space
provided below.
XXXXX XXXXXXX NATURAL GAS CORP.
By:________________________________
Name:______________________________
Title:_____________________________
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S.A. Xxxxx Xxxxxxx et Cie
Xxxxx Xxxxxxx National Gas
Holdings Corp.
December 22, 1993
Page 3
Agreed to and accepted as of the
____ day of __________, 1993.
XXXXX XXXXXXX NATURAL GAS HOLDINGS CORP.
S. A. XXXXX XXXXXXX ET CIE
By:_______________________________
Name:_____________________________
Title:____________________________
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