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EXHIBIT 10.2(b)
AMENDMENT TO STOCK RESTRICTION AND REGISTRATION AGREEMENT
This amendment (this "Amendment") to the Stock Restriction and
Registration Agreement dated as of August 23, 1989 (the "Agreement") is dated
as of December 9, 1997, and is entered into by Enron Oil & Gas Company, a
Delaware corporation (the "Company"), and Enron Corp., an Oregon corporation
(the "Holder").
WHEREAS, Section 7 of the Agreement provides that the Company will be
obligated to pay Registration Expenses, defined in the Agreement to include
generally all expenses incident to the performance by the Company of its
obligations under the Agreement; and
WHEREAS, the Company and the Holder desire to provide that the Holder will
be obligated to pay the expenses incident to the performance by the Company of
its obligations under the Agreement, with certain specified exceptions;
NOW, THEREFORE, in consideration of the agreements herein and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agree that the Agreement is hereby amended as
follows:
1. AMENDMENT TO SECTION 7. Section 7 of the Agreement is hereby amended to
read as follows:
7. Registration Expenses. All Registration Expenses (as defined
herein) will be borne by the selling Holders in proportion to the
number of shares registered.
As used herein, the term Registration Expenses means (a)
underwriting discounts and commissions applicable to the sale of
Restricted Stock, fees and expenses of any legal counsel, accountants
or other agents retained by any selling Holder and all other
out-of-pocket expenses incurred by any selling Holder in connection
with any registration under this Agreement and (b) all out-of-pocket
expenses incident to the Company's performance of or compliance with
this Agreement (whether or not the registration in connection with
which such expenses are incurred ultimately becomes effective),
including without limitation all registration and filing fees, fees
and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue
sky qualifications of the Restricted Stock), rating agency fees,
printing expenses, messenger and delivery expenses incurred by the
Company, the fees and expenses incurred in connection with the listing
of the securities to be registered on each securities exchange on
which similar securities issued by the Company are then listed, and
fees and disbursements of counsel for the Company and its independent
certified public accountants (including the expenses of any special
audit or comfort letters required by or incident to such performance),
securities acts liability insurance (if the Company elects to obtain
such insurance), the reasonable fees and expenses of any special
experts retained by the Company in connection with such registration
and the fees and expenses of other persons retained by the Company.
The term Registration Expenses shall not include any portion of
expenses that would have been incurred by the Company in the absence
of registration, such as depreciation or rent or other charges for use
of Company property, and such term shall not include any portion of
the Company's internal expenses, such as salaries
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and expenses of its officers and employees performing drafting, due
diligence, legal or accounting duties.
2. CERTAIN DEFINED TERMS. Capitalized terms used but not defined herein
are used as defined in the Agreement.
3. GOVERNING LAW. This Amendment will be governed by and construed in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, this Amendment has been executed as of the date first
written above.
ENRON OIL & GAS COMPANY
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
ENRON CORP.
By: /s/ J. XXXXXXXX XXXXXX
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Name: J. Xxxxxxxx Xxxxxx
Title: Senior Vice President,
Corporate Development
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