SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 3, 1996
CHENIERE ENERGY, INC.
(f/k/a Bexy Communications, Inc.)
(Exact name of Registrant as specified in its charter)
Delaware 2-63115 95-4352386
(State of incorporation) (Commission (I.R.S. employer
file number) identification number)
Two Allen Center
1200 Smith Street, Suite 1710
Houston, Texas 77002
(Address of principal executive offices) (Zip code)
Registrant's Telephone Number,
Including Area Code: (713) 659-1361
Page 1 of 21 Pages
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On July 3, 1996, in connection with the reorganization of the
Company (the "Reorganization"), the Company issued shares of its common stock,
$.003 par value per share (the "Common Stock"), representing approximately 93%
of the issued and outstanding shares of capital stock of the Company, in
exchange (the "Exchange") for all of the issued and outstanding shares of
common stock of Cheniere Energy Operating Co., Inc. ("Operating"). Following
the consummation of the Exchange, BSR Investments, Ltd., a British Virgin
Islands corporation ("BSR"), and William D. Forster, an individual
("Forster"), owned 2,602,000 and 2,846,211 shares of Common Stock,
representing 29.4% and 32.2% of the approximately 8,843,375 total outstanding
shares of Common Stock, respectively. In addition, at the special meeting of
the stockholders of the Company called held on July 2, 1996 to approve the
Reorganization (the "Special Meeting"), the stockholders of the Company
elected three directors nominated by Operating, including Forster; and at a
meeting of the Board of Directors of the Company following the special meeting
of stockholders, an additional director and officers of the Company were
elected by the Board, including the election of Forster as President and Chief
Executive Officer of the Company.
In connection with the Reorganization of the Company, at the Special
Meeting, the stockholders approved certain amendments to the Company's
certificate of incorporation, as set forth in the amended and restated
certificate of incorporation of the Company (the "Amended and Restated
Certificate of Incorporation"), including the change of the name of the
Company to Cheniere Energy, Inc., changes in the capitalization of the
Company, and the addition of certain provisions to limit the liability of the
Company's directors and to provide for indemnification of the officers and
directors of the Company to the fullest extent permitted by Delaware law.
BSR may be deemed to control the Company because of the amount of
shares of Common Stock it owns and Forster may be deemed to control the
Company because of a director and the amount of shares of Common Stock he owns
and by virtue of his offices as a director and President and Chief Executive
Officer of the Company.
Prior to the consummation of the Exchange, Buddy Young, an
individual ("Young"), owned 57% of the Company's capital stock and held the
offices of President and Chief Executive Officer and thus was deemed to
control the Company. In connection with the consummation of the Reorganization
(the "Closing"), Young resigned all of his offices with the Company and
following the issuance of shares of Common Stock to the former stockholders of
Operating his ownership of the total issued and outstanding shares of Common
Stock was reduced to 4%.
Under the agreement and plan of reorganization dated as of April 16,
1996 (the "Reorganization Agreement") among the Company, Operating, the
stockholders of Operating and Young, Young agreed to vote his shares in favor
of the Reorganization and
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the other matters before the Special Meeting, including the election of the
nominees of Operating as directors of the Company.
At the Closing, Young entered into a consulting agreement (the
"Consulting Agreement") with the Company having a two year term and providing
for payments of $75,000 per annum, pursuant to which Young will provide the
Company with advice and assistance regarding the transition of ownership and
shareholder relations. In addition, at the Closing, Young and the Company
entered into agreements providing that Young will not sell more than 10,000
shares of Common Stock per month for a nine-month period after the Closing
(the "Limited Lock-Up Agreement") and that the Company will not engage in a
reverse stock split, other than as contemplated by the Reorganization
Agreement, for an eighteen-month period after the Closing (the "Agreement
Regarding No Reverse Splits").
Pursuant to the Reorganization Agreement, in connection with the
Closing, Young entered into an indemnification agreement with the Company and
Operating (the "Indemnification Agreement") pursuant to which Young agreed to
indemnify the Company, Operating, and the stockholders of Operating against
any cost, expense or other liability that any of them may suffer arising as
the result of or in connection with (i) the operation of the business of the
Company prior to the Closing, (ii) any untrue statement or omission of
material fact made by or with respect to the Company or Young in the proxy
statement provided to the stockholders in connection with the Special Meeting
or the registration under the Securities Exchange Act of 1934 (the "Exchange
Act") registering the stock of Mar Ventures, Inc., a wholly-owned subsidiary
of the Company, the shares of which were distributed to the stockholders of
record of the Company as of May 15, 1996 as part of the Reorganization (the
"Divestiture"), and (iii) any tax liability arising out of or in connection
with the consummation of the transactions contemplated by the Divestiture.
The Reorganization Agreement, the Amended and Restated Certificate
of Incorporation, the Consulting Agreement, the Limited Lock-Up Agreement, the
Agreement Regarding No Reverse Splits and the Indemnification Agreement are
Exhibits 2, 3, 10(a), 10(b), 10(c) and 10(d) hereto and are incorporated
herein by reference. The discussion in this Report of such Exhibits is
qualified in its entirety by reference to such Exhibits.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 3, 1996, in connection with the Reorganization, and
following the consummation of the Exchange, the Company acquired from the
stockholders of Operating, all of the issued and outstanding capital stock of
Operating, a company engaged in the business of exploring for oil and gas
reserves, in exchange for shares of Common Stock representing approximately
93% of the then issued and outstanding Common Stock. On the date of the
Closing, the assets of Operating acquired by the Company consist primarily of
cash and Operating's rights with respect to a 50% working interest
participation in the leasing and drilling of all prospects generated by Zydeco
Exploration, Inc. ("Exploration") in a specified area pursuant to a certain
Exploration Agreement dated April 4, 1996 (the "Exploration Agreement")
between Operating and Exploration.
Page 3 of 21 Pages
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See "Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits" with respect to financial statements for Operating, pro forma
financial information and copies of the Reorganization Agreement, being the
agreement relating to the acquisition.
ITEM 5. OTHER MATTERS.
Election of Additional Officer and Director
At a meeting of the Board of Directors of the Company held on July
2, 1996 immediately following the Special Meeting, Walter L. Williams, 68, was
elected to the full time position of Vice-Chairman of the Company. Prior to
joining the Company, Williams spent 32 years as a founder and later Chairman
and Chief Executive Officer of Texoil, Inc., a publicly-held oil and gas
exploration and production company conducting business off the Gulf Coast of
Mexico. Prior to that time he was an independent petroleum consultant. He
received a Bachelor of Science degree in petroleum engineering from Texas A&M
University in 1949 and is a Registered Engineer in the states of Louisiana and
Texas.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired. Incorporated by
reference to pages F-17 to F-23 of the Company's definitive proxy statement
filed with the Securities Exchange Commission on June 10, 1996.
(b) Pro Forma Financial Information. Incorporated by reference to
pages F-24 to F-26 of the Company's definitive proxy statement filed with the
Securities Exchange Commission on June 10, 1996.
(c) Exhibit Index. See Exhibit Index.
Page 4 of 21 Pages
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
CHENIERE ENERGY, INC.
By:/s/WILLIAM D. FORSTER
---------------------
William D. Forster
President and Chief Executive Officer
Dated: July 16, 1996
Page 5 of 21 Pages
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INDEX OF EXHIBITS
Page of this
Exhibit No. Description Report
- ----------- ------------- ------------
2 Reorganization Agreement *
3 Amended and Restated Certificate of Incorporation **
10(a) Consulting Agreement 7
10(b) Indemnification Agreement 13
10(c) Limited Lock-Up Agreement 18
10(d) Agreement Regarding No Reverse Splits 20
* Incorporated by reference to Exhibit B to the definitive proxy statement of
the Company filed with the Securities and Exchange Commission on June 10, 1996.
** Incorporated by reference to Exhibit A to the definitive proxy statement of
the Company filed with the Securities and Exchange Commission on June 10, 1996.
Page 6 of 21 Pages
Exhibit 10(a)
CONSULTING AGREEMENT
CONSULTING AGREEMENT (this "Agreement"), made as of the 2nd day of
July, 1996, by and between CHENIERE ENERGY, INC. (f/k/a BEXY Communications,
Inc.), a Delaware corporation (the "Company"), and BUDDY YOUNG, an individual
("Consultant").
W I T N E S S E T H:
WHEREAS, Consultant is experienced in the management and operation
of a public companies; and
WHEREAS, the Company desires to engage the Consultant to provide
management of the Company with certain advice regarding the management and
business of the Company, upon the terms and subject to the conditions set
forth below.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
I. TERM The Company hereby agrees to retain Consultant as a consultant
to the management of the Company and Consultant hereby accepts and agrees to
serve in such capacity, for a period of two (2) years commencing as of the date
hereof unless sooner terminated as herein provided (the "Term").
II. DUTIES A. Consultant shall make himself available for consultation
with the management of the Company concerning the business and operation of the
Company and shall agree
Page 7 of 21 Pages
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to provide consultation and advice with respect to such other matters as the
Company may request. Such services shall be performed by Consultant only after
the Company has made a specific request therefor.
B. Consultant may perform his duties hereunder by use of telephone,
telefax or other means of telecommunication. Consultant shall not be required
to maintain a physical presence at the Company's offices, but shall be
required to use his reasonable best efforts attend meetings of the Board of
Directors of the Company in person or by telephone and upon reasonable prior
notice.
III. COMPENSATION
A. For and in consideration of and in full payment for the services
to be rendered by Consultant to the Company during the Term, the Company
agrees to pay Consultant a consulting fee of $75,000 per annum payable in
monthly installments on the first day of each month during the Term or in such
other installments as the parties may mutually agree upon.
B. The Company shall reimburse Consultant for its his reasonable
expenses incurred in connection with performance of its duties hereunder,
including, but not limited to, expenses related to travel, lodging and meals
under Section 2(b) above, promptly after receipt of backup invoices and
receipts therefor; provided, however, that Consultant shall not incur any
expenses relating to the performance of its duties hereunder without obtaining
the prior written approval of the Company.
IV. INDEPENDENT CONTRACTOR; NON-EXCLUSIVE
A. It is understood and agreed that Consultant is, and shall at all
times during the Term be deemed to be an independent contractor, and nothing
in this Agreement shall in any way be deemed or construed to constitute
Consultant as an agent or employee of the Company
Page 8 of 21 Pages
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nor shall Consultant have the right or authority to act as, incur, assume or
create any obligation, responsibility or liability, express or implied, in the
name of or on behalf of the Company or to bind the Company in any manner
whatsoever or sign any documents on its behalf. Subject to Sections 2 and 3(b)
hereof, Consultant shall determine in its sole discretion the method, details
and means of performing its duties hereunder, and the Company shall have no
right to control or direct the foregoing.
B. The consulting services to be rendered hereunder will not be
exclusive to either party. Consultant may engage in such other activities,
consulting or otherwise, as consultant in its sole discretion deems
appropriate. Similarly, the Company may retain other consultants in its sole
discretion.
V. WITHHOLDING TAX
The Company shall not be responsible for withholding form any
payments made to Consultant hereunder any contributions levied by any state or
federal statutes relating to social security or similar benefits.
VI. TERMINATION
Consultant's services hereunder may be terminated by the Company
only under the following circumstances:
A. Death. In the event Consultant dies during the Term; the Term
shall terminate upon his death.
B. Cause. The Company may, at any time, terminate this Agreement for
cause upon thirty (30) days' written notice of termination to Consultant.
"Cause" shall mean that the has been a final, non-appealable determination by
a court of competent jurisdiction that
Page 9 of 21 Pages
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Consultant has committed civil or criminal embezzlement, theft or other
dishonest or fraudulent acts, materially adversely affecting the Company.
If this Agreement shall be terminated for Cause, the Company shall
have no further obligations to Consultant as of the date of termination.
VII. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
with respect to Consultant's consultancy with the Company during the Term,
including, but not limited to, any agreement with respect to remuneration,
fees, payments or benefits of any kind payable to Consultant with respect to
such consultancy, and, other than Article XVII of the Purchase Agreement
relating to arbitration of disputes, there is no other agreement between the
parties with respect to the subject matter hereof, written or oral, other than
as provided hereby. This Agreement may not be amended, modified, supplemented
or discharged except by a writing duly executed by the parties hereto.
VIII. NOTICES
Any notices or other communications required or permitted hereunder
shall be sufficiently given if delivered personally or three (3) days after
being sent by registered or certified mail, return receipt requested, postage
prepaid, or transmitted by telecopy with oral confirmation, addressed as
follows or to such other address of which the parties may have given notice in
accordance with this Section 6.4:
If to Consultant:
16661 Ventura Boulevard, Suite 214
Encino, CA 91436
Attn: Mr. Buddy Young, President & CEO
Fax: (818) 784-8660
Page 10 of 21 Pages
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With a copy to:
Hand & Hand
24901 Dana Point
Harbor Drive, Suite 200
Dana Point, CA 92629
Attn: Jehu Hand, Esq.
Fax: (714) 489-0034
If to the Company:
Cheniere Energy, Inc.
Two Allen Center
1200 Smith Street, Suite 1710
Houston, Texas 77002
Attn: Mr. William D. Forster
Fax: (713) 659-5459
with a copy to:
Whitman Breed Abbott & Morgan
200 Park Avenue
New York, NY 10166
Attn: Robert C. Brighton, Jr., Esq.
Fax: (212) 351-3131
IX. WAIVER
The waiver by either party hereto of the breach of any provision of
this Agreement by the other party hereto shall not operate or be construed as
a waiver or any other provision hereof or of any subsequent breach by such
other party.
X. SEVERABILITY
If any provision of this Agreement shall be held to be invalid or
unenforceable, the other provisions of this Agreement shall not be affected
thereby and this Agreement shall be construed as if the provision held to be
invalid or unenforceable had never been contained herein and such provision
shall be reformed and redrawn only to the extent necessary so as to be valid
and enforceable under applicable law.
Page 11 of 21 Pages
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XI. SUCCESSORS
This Agreement shall be binding upon and shall inure to the benefit
of the Company and any successor of the Company, and any such successor shall
be deemed substituted for the Company under the provisions of this Agreement.
As used herein, the term "successor" shall mean any person, firm, corporation
or other business entity which at any time, whether by merger, purchase,
liquidation or otherwise, acquires all or substantially all of the assets or
business at the Company. Consultant may assign its rights and delegate its
obligations hereunder to a consulting corporation wholly-owned by Consultant
and otherwise reasonably acceptable to the Company.
XII. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware without giving effect to the conflict of law
provisions thereof.
IN WITNESS WHEREOF, the parties hereto have signed and delivered
this Agreement on the date first above written.
THE COMPANY:
CHENIERE ENERGY, INC.
By:_________________________________
William D. Forster, President
CONSULTANT:
------------------------------------
Buddy Young, individually
Page 12 of 21 Pages
Exhibit 10(b)
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT (this "Agreement") made as of July
2, 1996, by BUDDY YOUNG, an individual having an address at 16661 Ventura
Boulevard, Suite 214, Encino, California 91436 ("Young"), in favor of Cheniere
Energy Operating Co., Inc. ("Cheniere"), a corporation formed and existing
under the laws of the State of Delaware, having an address at Two Allen
Center, 1200 Smith Street, Suite 1710, Houston, Texas 77002; the Stockholders
of Cheniere listed on Schedule A attached to the Reorganization Agreement (as
defined below) (collectively, the "Cheniere Stockholders"); and Cheniere
Energy, Inc. (f/k/a BEXY Communications, Inc.), a corporation formed and
existing under the laws of the State of Delaware (the "Company"), having an
address at Two Allen Center, 1200 Smith Street, Suite 1710, Houston, Texas
77002. Capitalized terms used herein without definition shall have the same
meanings as ascribed to them in the Reorganization Agreement (as defined
below).
W I T N E S S E T H:
WHEREAS, the parties have entered into a certain Agreement and Plan
of Reorganization dated April 16, 1996 (the "Reorganization Agreement"),
pursuant to which, prior to or concurrently with the execution and delivery of
this Agreement, among other things, (i) the Company has assigned and
transferred substantially all of the assets and business of the Company,
subject to liabilities, to Mar Ventures, Inc. ("Newco") and distributed the
shares of Newco to its stockholders (the "Divestiture") and (ii) the Cheniere
Stockholders have exchanged their Cheniere Shares for shares of the BEXY
Stock; and
WHEREAS, in order to obtain the approval of the stockholders of the
Company to the Reorganization and to register the stock of Newco under the
Securities Exchange Act of 1934 (the "Exchange Act"), the Company has caused
to be prepared and filed with the Securities and Exchange Commission (the
"SEC") the Proxy Materials and the Registration Statement, respectively; and
WHEREAS, in order to induce Cheniere and the Cheniere Stockholders
to enter into the Reorganization Agreement, Young has agreed to indemnify the
Company, Cheniere and the Cheniere Stockholders from and against certain
Claims (as hereinafter defined) described below; and
WHEREAS, it is in the interest and to the direct or indirect benefit
of Young and the stockholders of the Company for Cheniere and the Cheniere
Stockholders to enter into the Reorganization Agreement and consummate the
Acquisition and the other transactions contemplated by the Reorganization
Agreement.
NOW, THEREFORE, in consideration of TEN DOLLARS ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Young agrees as follows:
Page 13 of 21 Pages
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1. INDEMNIFICATION. (a) Young unconditionally and irrevocably
indemnifies and agrees to indemnify and hold harmless the Company, Cheniere
and the Cheniere Stockholders and their respective officers, directors,
attorneys and other agents (the "Cheniere Indemnified Parties") from and
against all Claims (as hereinafter defined) which any Cheniere Indemnified
Party may suffer, incur, or pay arising under or incurred in connection with
(i) the operation of the business of the Company prior to the Closing, (ii)
any error or omission with respect to a material fact stated or required to be
stated in the Proxy Materials or the Registration Statement with respect to
the Company prior to the Closing and (iii) any Taxes (as defined below)
(individually, a "Claim" and collectively, the "Claims").
(b) The indemnity given by the Indemnitor is a guaranty to pay fully
and promptly all sums due with respect to any and all Claims and is not a
guaranty of collection only. None of the Company, Cheniere and the Cheniere
Stockholders shall be required to exhaust any right or remedy or take any
action against any other person or any collateral. All suretyship defenses
that Young has or may have under applicable law are hereby expressly waived
and relinquished by Young. Without limiting any of the foregoing, Young hereby
waives presentment, notice of dishonor, nonperformance or nonpayment, protest
and notice of protest, any other notice of every kind or nature and diligence
in bringing suit or taking any other action on account of nonpayment of any
Claim, and consents to any modification, amendment or addition to the
Reorganization Agreement and agrees that notwithstanding any such
modification, amendment or addition, this Agreement shall remain in full force
and effect in all respects. Further, and without limiting any of the
foregoing, Young further waives the benefit of any statute of limitations
affecting Young's liability under this Agreement or the enforcement thereof
for so long as the underlying obligation is subject to being enforced, and
Young agrees that any payment of any amounts due with respect to any Claims or
other act which shall toll any statute of limitations applicable thereto shall
similarly operate to toll the statute of limitations applicable to Young's
liability under this Agreement. Young warrants and agrees that each of the
foregoing waivers are made with Young's full knowledge of their significance
and consequences, and that under the circumstances, the waivers are reasonable
and not contrary to public policy or law. If any of said waivers are
determined to be contrary to any applicable law or public policy, such waivers
shall be effective only to the maximum extent permitted by law. Young hereby
agrees to the jurisdiction of any court in which jurisdiction is obtained
against Young with respect to any Claim. Young acknowledges that there are no
conditions precedent to the effectiveness of this Agreement, and this
Agreement is in full force and effect and is binding on Young as of the date
hereof.
(c) For purposes of this Agreement, "Tax" or "Taxes" means all
United States federal, state, local or foreign income, profits, franchise,
sales, property, excise, value added, estimated, stamp, alternative or add-on
minimum, environmental, withholding, and other taxes, assessments, duties,
fees and governmental charges or impositions of each and every kind, together
with all interest, penalties, and additions imposed with respect to such
amounts, arising as the result of or incurred in connection with the
consummation of the transactions contemplated by the Divestiture, including,
without limitation, the assignment and transfer of any asset to, or assumption
of any liability by, Newco or the distribution of any shares of Newco or the
business of the Company prior to the Closing Date or Newco after the Closing
Date.
Page 14 of 21 Pages
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(d) Notwithstanding the foregoing, (x) Young shall not be liable
with respect to any Claim unless notified with respect to the Claim in
accordance with paragraph 6 hereof on or before the third anniversary of the
date hereof and (y) the estate of Buddy Young shall have no liability under
this Agreement.
2. FURTHER ASSURANCES. Young shall take such actions and sign and
deliver such other instruments and documents as may be reasonable, necessary
or appropriate to effectuate its fulfillment of the obligations described in
this Agreement.
3. AMENDMENT. No modification, waiver or termination of this
Agreement, or any part hereof, shall be effective unless made in writing and
signed by Young, the Company, Cheniere and the Cheniere Stockholders in each
instance. Receipt by any party of any money or other consideration due under
this Agreement, with or without knowledge, shall not constitute a waiver of
any provision of this Agreement.
4. ENTIRE AGREEMENT. This Agreement, together with any Exhibits and
Schedules hereto, constitutes the entire agreement between Young, the Company,
Cheniere and the Cheniere Stockholders with respect to the subject matter
hereof and supersedes all prior agreements or understandings, or
communications of Young, the Company, Cheniere and the Cheniere Stockholders
relating thereto.
5. WAIVER; REMEDIES. No delay on the part of the Company, Cheniere,
the Cheniere Stockholders or Young in exercising any right, power, privilege,
or remedy hereunder shall operate as a waiver thereof or as a waiver of any
other right, power, privilege, or remedy hereunder, nor shall any single or
partial exercise of any right, power, privilege or remedy hereunder preclude
any other or future exercise hereunder. The rights and remedies herein provided
are cumulative and are not exclusive of any rights or remedies which Cheniere,
the Cheniere Stockholders, the Company or Young hereto may otherwise have at
law or in equity.
6. NOTICES. Any notices or other communications required or
permitted hereunder shall be sufficiently given if delivered personally or
three (3) days after being sent by registered or certified mail, return
receipt requested, postage prepaid, or transmitted by telecopy with oral
confirmation, addressed as follows or to such other address of which the
parties may have given notice in accordance with this paragraph 6:
If to Young:
c/o BEXY Communications, Inc.
16661 Ventura Boulevard, Suite 214
Encino, CA 91436
Attn: Mr. Buddy Young, President & CEO
Fax: (818) 784-8660
Page 15 of 21 Pages
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With a copy to:
Hand & Hand
24901 Dana Point
Harbor Drive, Suite 200
Dana Point, CA 92629
Attn: Jehu Hand, Esq.
Fax: (714) 489-0034
If to the Company, Cheniere or the Cheniere
Stockholders:
Cheniere Energy, Inc.
Two Allen Center
1200 Smith Street, Suite 1710
Houston, Texas 77002
Attn: Mr. William D. Forster
Fax: (713) 659-5459
with a copy to:
Whitman Breed Abbott & Morgan
200 Park Avenue
New York, NY 10166
Attn: Robert C. Brighton, Jr., Esq.
Fax: (212) 351-3131
7. CAPTIONS. Paragraph titles or captions contained in this
Agreement are listed only as a matter of convenience and for reference, and
shall not be construed in any way to define, limit, extend or describe the
scope of this Agreement or the intention of the provisions thereof.
8. SEVERABILITY. The invalidity of any one or more provisions hereof
or of the Reorganization Agreement shall not affect the remaining portions of
this Agreement or of the Reorganization Agreement, all of which are inserted
conditionally on their being held valid in law; and if one or more of the
provisions contained herein or therein should be valid, or should operate to
render this or the Agreement invalid, this Agreement and Reorganization
Agreement shall be construed as if such invalid provisions had not been
inserted.
Page 16 of 21 Pages
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9. SURVIVAL. The obligations of Young hereunder shall survive the
consummation of the transactions contemplated by the Reorganization Agreement
for a period of three years.
IN WITNESS WHEREOF, Young has executed this Agreement as of the date
set forth on the first page of this Agreement.
By:_________________________
Buddy Young
ACKNOWLEDGED AND ACCEPTED:
CHENIERE ENERGY OPERATING CO., INC.
By:_________________________
Name: William D. Forster
Title: President
CHENIERE ENERGY, INC.
(F/K/A BEXY COMMUNICATIONS, INC.)
By:_________________________
Name: William D. Forster
Title: President
Page 17 of 21 Pages
Exhibit 10(c)
CHENIERE ENERGY, INC.
Two Allen Center
1200 Smith Street, Suite 1710
Houston, Texas 77002
July 2, 1996
Mr. Buddy Young
16661 Ventura Boulevard, Suite 214
Encino, California 91436
Dear Buddy:
Reference is made to that certain Agreement and Plan of
Reorganization dated as of April 16, 1996 (the "Agreement") among Cheniere
Energy, Inc. (f/k/a BEXY Energy, Inc.) and you, and Cheniere Energy Operating
Co., Inc. ("Cheniere") and the Stockholders of Cheniere. Capitalized terms
used herein without definition shall have the same meanings as ascribed to
them in the Agreement.
Reference is further made to Section 3.5 of the Agreement pursuant
to which you have agreed to enter into this letter agreement confirming our
understanding and agreement with respect to the sale of your shares of common
stock of Cheniere Energy, Inc. (f/k/a BEXY Communications, Inc.) (the
"Company").
Accordingly, in consideration of the benefits accruing to you under
the Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, for a period of nine months from
the date hereof, you agree not to sell, offer to sell, grant any option for
the sale of, or otherwise dispose of, directly or indirectly, more than ten
thousand (10,000) shares of common stock of the Company, including shares of
Common Stock of the Company that may be issued upon exercise of any option to
purchase common stock beneficially owned by you, without our prior written
consent.
In addition, by your signature below, you consent and agree that the
Company may notify the stock transfer agent and registrar of your agreement to
limit your sale of shares hereunder and request that the stock transfer agent
decline to make any transfer that would be in violation of this letter
agreement.
Page 18 of 21 Pages
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The restrictions on resale of this letter agreement shall terminate
in the event of a breach by the Company of that certain Consulting Agreement
dated July 2, 1996 between the Company and Buddy Young. The Company agrees to
promptly notify the transfer agent of any such termination. The Company
further agrees to cooperate on a timely basis to facilitate Young's sale of
shares of BEXY Stock consistent with this letter agreement nd to cause its
counsel to provide such opinions of counsel with respect to the availability
of the safe harbor exemption from registration under the Securities Act of
1933, provided by Rule 144 thereunder if provided with a reasonable basis
therefor, at no cost to Young.
Please sign and return the enclosed copy of this letter to indicate
your acknowledgement of and consent to the foregoing. This letter may be
signed in counterparts and facsimile signatures shall be treated as originals.
Very truly yours,
CHENIERE ENERGY, INC.
By:____________________________
William D. Forster
President
ACKNOWLEDGED AND AGREED TO
this 2nd day of July, 1996
- ------------------------------------
Buddy Young, individually
Page 19 of 21 Pages
Exhibit 10(d)
CHENIERE ENERGY, INC.
Two Allen Center
1200 Smith Street, Suite 1710
Houston, Texas 77002
July 2, 1996
Mr. Buddy Young
16661 Ventura Boulevard, Suite 214
Encino, California 91436
Dear Buddy:
Reference is made to that certain Agreement and Plan of
Reorganization dated as of April 16, 1996 (the "Agreement") among Cheniere
Energy, Inc. (f/k/a BEXY Energy, Inc.) and you, and Cheniere Energy Operating
Co., Inc. and the Stockholders of Cheniere. Capitalized terms used herein
without definition shall have the same meanings as ascribed to them in the
Agreement.
Reference is further made to Section 3.6 of the Agreement pursuant
to which we have agreed to enter into this letter agreement confirming our
understanding and agreement with respect to the reverse split of the common
stock of Cheniere Energy, Inc. (f/k/a BEXY Communications, Inc.) (the
"Company").
Accordingly, in consideration of the benefits accruing to us under
the Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, for a period of eighteen months
from the date hereof, we agree not to engage in any reverse stock split or any
transaction that has the effect of a reverse stock split, resulting in the
combination of shares of outstanding common stock of the Company, other than
the Reverse Split as described in the Agreement, without your prior written
consent.
Page 20 of 21 Pages
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Please sign and return the enclosed copy of this letter to indicate
your acknowledgement of and consent to the foregoing. This letter may be
signed in counterparts and facsimile signatures shall be treated as originals.
Very truly yours,
CHENIERE ENERGY, INC.
By:____________________________
William D. Forster
President
ACCEPTED AND ACKNOWLEDGED
this 2nd day of July, 1996
- ------------------------------------
Buddy Young, individually
Page 21 of 21 Pages
