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Exhibit 11
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December 27, 1995
S.A. Xxxxx Xxxxxxx et Cie
00 Xxxxxx xx xx Xxxxxx Xxxxx
00000 Xxxxx
Xxxxxx
Xxxxx Xxxxxxx Natural Gas Holdings Corp.
Xxxxxxx Xxxx. Xxxxx 000X
0000 Xxxxxxxxxx Xxxx
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 (a) has pledged
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 "First Pledgee") as security in connection with a loan transaction
and has assigned to the First Pledgee its rights arid responsibilities under the
Registration Rights Agreement with respect to the Shares and (b) desires further
to pledge all or a portion of the Shares to Societe Generale, as Agent, for
Societe Generale and Banque Nationale de Paris (the "Second Pledgee") as
security in connection with an additional loan transaction and to assign to the
Second Pledgee, subject to the rights of the First Pledgee, its rights and
responsibilities under the Registration Rights Agreement with respect to the
Shares.
The Company, by letter dated December 20, 1994, consented to
the assignment to the First Pledgee of the rights and responsibilities under the
Registration Rights Agreement and hereby confirms that consent; and the Company
hereby consents to the above referenced assignments to the Second Pledgee 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, the First Pledgee and the Second Pledgee each 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
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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 the SALD and the First Pledgee and the
Second Pledgee to exercise any rights under the Registration Rights Agreement
that are assigned to either of them shall be subject to any limitations or
restrictions contained in any agreements entered into, or to be entered into,
between SALD and the First Pledgee and between SALD and the Second Pledgee,
respectively.
Furthermore, LDNGHC desires to subordinate certain of its
rights under the Registration Rights Agreement to those of SALD or any Pledgee
or Pledgees 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 each
such 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, except that SALD shall not be entitled to include any of the
Shares owned by it in any registration so long as any of the Shares remains
pledged to either the First Pledgee or the Second Pledgee.
The Company agrees that (a) upon the effectiveness of the
registration referred to above or (b) the receipt of an opinion of counsel for
the First Pledgee or the Second Pledgee, whichever is applicable, 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 First Pledgee or the Second Pledgee,
whichever is applicable, 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 First Pledgee and the
Second Pledgee and may not be transferred or assigned by them without the prior
written consent of LDNGHC and the Company
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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
_____________________________
Agreed to and accepted as of the ____ day of December, 1995.
XXXXX XXXXXXX NATURAL GAS HOLDINGS CORP.
By:_______________________________
Name: Xxxxxx X. Xxxxxxx
Title: President & Treasurer
S.A. XXXXX XXXXXXX ET CIE
By:_______________________________
Name:_____________________________
Title:____________________________
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XXXXX XXXXXXX NATURAL GAS CORP.
SECRETARY'S CERTIFICATE
I, Xxxxx X. Xxxxx, Secretary of Xxxxx Xxxxxxx Natural Gas
Corp., an Oklahoman corporation ("LDNGC"), certify:
1. That for the period December 20, 1995 through and including
the date of this Certificate, Xxxx X. Xxxxxx was, and he
continues to be, the Chief Operating Officer of LDNGC;
2. That in his capacity as Chief Operating Officer of LDNGC,
Xxxx X. Xxxxxx is authorized by the Bylaws of LDNGC to sign
documents on behalf of LDNGC and, in that connection, he
had full authority to sign each of (a) the consent to the
assignment of rights and responsibilities under the
Registration Rights Agreement and (b) the consent to the
Subordinate Assignment and Assumption Agreement; and
3. That the signature below is his signature:
_________________________________
Xxxx X. Xxxxxx
IN WITNESS WHEREOF, I have set my signature and affixed the
seal of the Corporation at Oklahoma City, Oklahoma, as of the 27th day of
December, 1995
_________________________________
Xxxxx X. Xxxxx, Secretary
(Corporate Seal)
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Xxxxx Xxxxxxx Natural Gas Corp. hereby consents to the
foregoing assignment and agrees that, subject to the terms of the foregoing
assignment, Societe Generale and Banque Nationale de Paris have all the rights
of Xxxxx Xxxxxxx Natural Gas Holdings Corp. and S.A. Xxxxx Xxxxxxx et Cie under
the Registration Rights Agreement referred to above insofar as such rights
relate to such of the Securities as are or become Priority Collateral and that,
subject to the terms of the foregoing assignment, Societe Generale, as Agent, on
behalf of itself and the other Secured Parties, may exercise all of such rights
as fully as if the Agent and the other Secured Parties were named therein as
parties thereto.
XXXXX XXXXXXX NATURAL GAS CORP.
By:________________________________
Name: Xxxx X. Xxxxxx
Title: Chief Operating Officer
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