from SC 13D
1 page
<page> 1 Cusip No. 028711109 Exhibit 1 July 12, 1994 Cabot Corporation 75 State Street Boston, Massachusetts 02109 Attention: Mr. Robert Rothberg Ladies and Gentlemen: Reference Is Made to That Certain Standstill and Registration Rights Agreement Dated as of November 13, 1989 Between American Oil and Gas Corporation, a Delaware Corporation ("Aog"), and Cabot Corporation, a Delaware Corporation ("Cabot") (The "Standstill Agreement"). Pursuant to Section 8(a) of the Standstill Agreement, Aog Hereby Terminates the Standstill Agreement Upon the Effectiveness of the Merger of Aog With Kne Acquisition Corporation, a Wholly-Owned Subsidiary of K N Energy, Inc., Except That Section 7 of the Standstill Agreement Shall Remain in Full Force and Effect to the Extent the Obligations Under Section 7 Have Been Assumed by K N Energy, Inc. by Letter Agreement Addressed to You of Even Date Herewith. Very Truly Yours, American Oil and Gas Corporation By: /S/ David M. Carmichael David M. Carmichael, Chairman of the Board and Chief Executive Officer
