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EXHIBIT 4.2
SECOND AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
This SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("Amendment") is
made and entered into this 14th day of May, 1999, by and among Xxxxx Energy
Company, a Texas corporation (the "Company"), Energy Capital Investment Company
PLC, an English investment company ("Energy PLC"), EnCap Equity 1994 Limited
Partnership, a Texas limited partnership ("EnCap LP"), EnCap Energy Capital Fund
III-B, L.P., a Texas limited partnership ("EnCap III-B"), BOCP Energy Partners,
L.P., a Texas limited partnership ("BOCP"), EnCap Energy Capital Fund III, L.P.,
a Texas limited partnership ("EnCap III"), Xxxxx Xxxxxxxx Energy Fund, L.P., a
Delaware limited partnership ("Kayne"), BancAmerica Capital Investors SBIC I,
L.P., a Delaware limited partnership ("BACI"), Eos Partners, L.P., a Delaware
limited partnership ("Eos Partners"), Eos Partners SBIC, L.P., a Delaware
limited partnership ("Eos SBIC"), Eos Partners SBIC II, L.P., a Delaware limited
partnership ("Eos SBIC II" and together with Eos Partners and Eos SBIC,
collectively referred to as "EOS"), and SGC Partners II LLC, a Delaware limited
liability company ("SGCP"), and evidences the following:
RECITALS:
A. The Company (as successor by merger to Future Petroleum Corporation,
a Utah corporation), Energy PLC and EnCap LP entered into a Registration Rights
Agreement on August 14, 1998, as amended by a First Amendment to Registration
Rights Agreement dated December 15, 1998 (as amended, the "Agreement"), covering
shares of Common Stock (as defined in the Agreement) issued to Energy PLC and
EnCap LP;
B. Energy PLC, EnCap III-B, BOCP, EnCap III, Kayne, BACI, EOS and SGCP
(collectively, the "Investors") are parties, along with the Company, to that
certain Stock Purchase Agreement dated May 14, 1999 ("Purchase Agreement"),
pursuant to which the Investors will be issued 43,815,810 shares of Common Stock
(the "New Common Shares");
C. The parties to the Agreement desire to amend the Agreement to cover
the New Common Shares and to make certain other changes.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the foregoing Recitals and
the mutual covenants contained herein, the sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:
Section 1. Amendments to the Agreement.
(a) Section 1(a) of the Agreement is amended as follows:
Clause (i) of the first line in the definition of
"Registrable Securities" shall be replaced with:
"(i) the Fund I Shares and the New Common Shares and"
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There shall be added to Section 1(a) a definition of "New
Common Shares" as follows:
" `New Common Shares' shall mean all the shares of Common
Stock issued by the Company pursuant to that certain Stock
Purchase Agreement dated May 14, 1999 by and among the
Company, Energy Capital Investment Company PLC, an English
investment company ("Energy PLC"), EnCap Energy Capital
Fund III-B, L.P., a Texas limited partnership ("EnCap
III-B"), BOCP Energy Partners, L.P., a Texas limited
partnership ("BOCP"), EnCap Energy Capital Fund III, L.P.,
a Texas limited partnership ("EnCap III"), Xxxxx Xxxxxxxx
Energy Fund, L.P., a Delaware limited partnership
("Kayne"), BancAmerica Capital Investors SBIC I, L.P., a
Delaware limited partnership ("BACI"), Eos Partners, L.P.,
a Delaware limited partnership ("Eos Partners"), Eos
Partners SBIC, L.P., a Delaware limited partnership ("Eos
SBIC"), Eos Partners SBIC II, L.P., a Delaware limited
partnership ("Eos SBIC II" and together with Eos Partners
and Eos SBIC, collectively referred to as "EOS"), and SGC
Partners II LLC, a Delaware limited liability company
("SGCP")."
(b) In Section 12(e), "If to Energy PLC or EnCap LP:" shall be replaced
with:
"If to Energy PLC, EnCap LP, EnCap III-B, BOCP or EnCap
III:"
(c) There shall be added to Section 12(e) the following:
"If to Kayne:
Xxxxx Xxxxxxxx Investment Management
1800 Ave. of the Stars, Xxxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telecopier No.: 000-000-0000
Attention: Xxxxxx X. Xxxxxxx
If to BACI:
Bank of America Capital Investors
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Telecopier No.: 000-000-0000
Attention: J. Xxxxxx Xxxx
If to EOS:
EOS Partners, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: 000-000-0000
Attention: Xxxxx X. Xxxxx
If to SGCP:
SGC Partners II LLC
c/o SG Capital Partners, LLC
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: V. Xxxxx Xxxxxx
Fax No.: 000-000-0000"
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Section 2. Binding Effect. Each of EnCap III-B, BOCP, EnCap III, Kayne,
BACI, EOS and SGCP by execution of this Amendment shall be bound by and subject
to the terms and conditions of the Agreement, as amended by this Amendment.
Section 3. No Other Changes. Except as explicitly amended by this
Amendment, the terms, conditions, rights and obligations under the Agreement
shall remain in full force and effect.
Section 4. Consents. The Company represents and warrants that no
consent, approval, order, or authorization of, or declaration, filing, or
registration with, any party is required to be obtained or made in connection
with the execution, delivery, or performance by the Company of the Agreement, as
amended by this Amendment, or the consummation by it of the transactions
contemplated hereby or thereby, other than those consents that have been
received by the Company as of the date hereof and requisite filings and
registrations with, and orders of, the Commission.
Section 5. Counterparts. This Amendment may be executed by the parties
hereto in any number of counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.
XXXXX ENERGY COMPANY
By: /s/
-------------------------------------
Name:
--------------------------------
Title:
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ENCAP EQUITY 1994 LIMITED PARTNERSHIP
By: EnCap Investments L.C.,
General Partner
By: /s/
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D. Xxxxxx Xxxxxxxx
Managing Director
ENERGY CAPITAL INVESTMENT COMPANY PLC
By: /s/
-------------------------------------
Xxxx X. Xxxxxxxx
Director
ENCAP ENERGY CAPITAL FUND III, L.P.
By: EnCap Investments L.C.,
General Partner
By: /s/
-------------------------------------
D. Xxxxxx Xxxxxxxx
Managing Director
ENCAP ENERGY CAPITAL FUND III-B, L.P.
By: EnCap Investments L.C.,
General Partner
By: /s/
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D. Xxxxxx Xxxxxxxx
Managing Director
BOCP ENERGY PARTNERS, L.P.
By: EnCap Investments L.C., Manager
By: /s/
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D. Xxxxxx Xxxxxxxx
Managing Director
EOS PARTNERS, L.P.
By: /s/
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Name:
--------------------------------
Title:
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EOS PARTNERS SBIC, L.P.
By: Eos SBIC General, L.P.,
its general partner
By: Eos SBIC, Inc., its general partner
By: /s/
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
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EOS PARTNERS SBIC II, L.P.
By: Eos SBIC General II, L.P.,
its general partner
By: Eos SBIC II, Inc.,
its general partner
By: /s/
--------------------------------
Name:
---------------------------
Title:
--------------------------
SGC PARTNERS II LLC
By: /s/
-----------------------------------------
V. Xxxxx Xxxxxx
Managing Director
BANCAMERICA CAPITAL INVESTORS SBIC I, L.P.
By: BancAmerica Capital Management
SBIC I, LLC, its general partner
By: BancAmerica Capital Management
I, L.P., its sole member
By: BACM I GP, LLC,
its general partner
By: /s/
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J. Xxxxxx Xxxx
Managing Director
Xxxxx Xxxxxxxx Energy Fund, L.P.
By: Kaim Non-Traditional, L.P.,
general partner
By: Xxxxx Xxxxxxxx Investment
Management, Inc., general partner
By: /s/
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Xxxxxx X. Xxxxxxx
Managing Director
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