EXHIBIT 10.13
SECOND AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
THIS SECOND AMENDMENT (this "Amendment") is entered into as of the
day of August, 1996, between Xxxxxx & Xxxxx, Inc., a Delaware corporation
("FRI"), Xxxxxx & Xxxxx, Inc., a Louisiana corporation ("FRI Louisiana"), Enron
Finance Corp. ("Enron") and Xxxxxxx Xxxxx Capital Markets plc ("Merrill").
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Registration Rights Agreement dated as of December 7, 1994 (the
"Agreement"), among FRI, FRI Louisiana and Enron (collectively, the "Original
Parties").
WHEREAS, the Original Parties entered into the Agreement for the
purpose of granting the Rights to Enron; and
WHEREAS, the Original Parties executed a Waiver and Amendment, dated
January 19, 1996 (the "Waiver and Amendment"), for the purpose of waiving or
amending certain provisions of the Agreement; and
WHEREAS, in connection with the transfer of a portion of the
Registrable Shares from Enron to Merrill, the Original Parties wish to further
amend the Agreement in order to include Merrill as a party to the Agreement and
the Waiver and Amendment and to transfer to Merrill Enron's Rights under
Section 2(a) of the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree to amend the Agreement and the Waiver and Amendment as follows:
1. Merrill is hereby made a party to the Agreement and the Waiver and
Amendment and, except with respect to, and as limited by, the definition of
"Holder" as amended by Paragraph 2 of this Amendment, all references to the
rights, powers, obligations and limitations of Enron in the Agreement or the
Waiver and Amendment shall be deemed to refer to each of Enron and Merrill. By
executing this Amendment, (i) Merrill agrees to be bound by the terms of, and to
assume the rights, powers, obligations and limitations under, the Agreement and
the Waiver and Amendment, (ii) FRI and FRI Louisiana agree to grant all of the
rights, powers and other benefits under the Agreement and the Waiver and
Amendment to Merrill and (iii) Enron consents to this Amendment and to Merrill
being made a party to the Agreement.
2. Section 1 of the Agreement is hereby amended such that the
definition of "Holder" reads in its entirety as follows:
" "Holder" means Enron, Xxxxxxx Xxxxx Capital Markets plc and any
other Person holding Registrable Shares; provided, that such Person
acquired such Registrable Shares in accordance with Section 7 of this
Agreement; and provided further, that Enron shall not have any Rights
under Section 2(a) hereof."
3. Section 2 of the Agreement is hereby amended such that the second
paragraph of Section 2(b) shall read in its entirety as follows:
"Upon the written request of a Holder or Holders delivered to FRI
within two business days after receipt of any such notice, FRI shall
use its best efforts (subject to the provisions of this Section 2(b))
to cause all Registrable Shares, the Holders of which shall have so
requested registration thereof, to be registered under the Securities
Act, all to the extent requisite to permit the sale or other
disposition by the Holder or Holders of such Registrable Shares;
provided however, FRI may elect not to file a registration statement
pursuant to this Section 2(b) or may withdraw any registration
statement filed pursuant to this Section 2(b) at any time prior to the
effective date thereof."
4. The address and facsimile number for communications to Merrill
under the Agreement shall be:
Xxxxxxx Xxxxx Capital Markets plc
x/x Xxxxxxx Xxxxx & Xx.
Xxx Xxxxxxx Center
0000 XxXxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxx
2
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first above written.
XXXXXX & XXXXX, INC., a Delaware corporation
By:
-----------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
XXXXXX & XXXXX, INC., a Louisiana corporation
By:
-----------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
ENRON FINANCE CORP.
By:
-----------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
XXXXXXX XXXXX CAPITAL MARKETS PLC
By:
-----------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
3
