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EXHIBIT 10.1
[COHO ENERGY, INC. LETTERHEAD]
September 29, 1997
The Xxxxxx Xxxxxxx Leveraged
Equity Fund II, L.P.
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 XXXXX XX (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 XXXXX XX 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 XXXXX XX 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
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to include a recommendation that the shareholders also vote in favor of the
foregoing nominees."
3. 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:
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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:
