EXHIBIT 3
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement incorporated by reference.
First Amendment to Registration Rights Agreement incorporated by reference.
Second Amendment to Registration Rights Agreement attached.
SECOND AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
This Second Amendment to the Registration Rights Agreement (the
"AMENDMENT") is made and entered into this 16th day of March 2001, by and among
Xxxxx Energy Company, a Texas corporation, ("XXXXX"), TJG Investments I Ltd., a
Texas corporation (formerly, TJG Investments, Inc.) ("TJG"), BOC Operating
Corporation, a Texas corporation (formerly, Xxxxx Operating Company, Inc.),
("OPERATING"), Xxxxxx Investments Ltd., a Texas limited partnership ("XXXXXX
INVESTMENTS"), Xxx X. Xxxx ("XXXX"), Xxxxxx Xxxxxx ("XXXXXX") and Xxxxx X.
Xxxxxx ("XXXXXX"), and evidences the following:
RECITALS
X. Xxxxx has entered into an Agreement and Plan of Merger dated January
24, 2001 (the "MERGER AGREEMENT"), with Bellwether Exploration Company, a
Delaware corporation ("BELLWETHER"), pursuant to which Xxxxx will be merged into
Bellwether and Bellwether's name will be changed to Mission Resources
Corporation (the "MERGER");
X. Xxxxx (as successor by merger to Future Petroleum Corporation, a Utah
corporation), and BER Partnership L.P., a Texas limited partnership (formerly,
Xxxxx Energy Resources, Ltd. ("RESOURCES") entered into a Registration Rights
Agreement on August 14,1998, as amended by the First Amendment to the
Registration Rights Agreement dated December 15, 1998 (as amended, the
"AGREEMENT"), covering Common Stock and shares of Common Stock to be issued upon
exercise of a warrant issued to Resources, Preferred Shares and shares of Common
Stock issuable upon conversion of Preferred Shares issued to Operating, Xxxx,
Xxxxxx and Xxxxxx, and Common Stock issued to BEC Partnership, a Texas general
partnership (formerly, Xxxxx Energy Company) ("BEC"), and TJG;
C. Resources and BEC no longer hold any Registrable Securities (as defined
in the Agreement) and are no longer parties to the Agreement;
D. Registrable Securities have been transferred to Xxxxxx Investments by a
party to the Agreement;
E. Bellwether is a party to a Registration Rights Agreement dated August
26, 1994, with certain stockholders of the Company named therein (the "ALPINE
AGREEMENT"), a copy of which has been provided to the parties to this Amendment;
F. The parties to the EnCap Agreement (as defined in the Agreement) have
entered into a Fourth Amendment to the EnCap Agreement dated as of the date of
this Amendment (the "ENCAP AMENDMENT"), a copy of which has been provided to the
parties to this Amendment;
G. The parties to the Price Agreement (as defined in the Agreement) have
entered into a Second Amendment to the Price Agreement dated as of the date of
this Amendment (the "PRICE AMENDMENT"), a copy of which has been provided to the
parties to this Amendment;
H. The parties to the EnCap Agreement and the parties to the Price
Agreement have consented to this Amendment;
I. The parties to the Alpine Agreement have consented to the terms of the
Agreement, as amended by this Amendment pursuant to a consent dated as of the
date of this Amendment (the "CONSENT"), a copy of which has been provided to the
parties to this Amendment;
J. In connection with the Merger, Bellwether will assume the EnCap
Agreement, as amended by the EnCap Amendment, the Price Agreement, as amended by
the Price Amendment, and the Agreement, as amended by this Amendment; and
K. The parties to the Agreement desire to add Xxxxxx Investments as a
party to the Agreement, to amend the Agreement, and to consent to the Alpine
Agreement, as amended by the Consent, the EnCap Amendment and the Price
Amendment.
AGREEMENT
NOW, THEREFORE, for and in consideration of the foregoing Recitals and
mutual covenants contained herein, the sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:
Section 1 AMENDMENTS TO THE AGREEMENT. The Agreement is hereby amended as
follows:
(a) The definition of Company in Section 1(a) is replaced with the
following:
"Company" shall mean Mission Resources Corporation, a Delaware
corporation, as successor by merger to Xxxxx Energy Company, a Texas
corporation.
(b) Section 11(c) is replaced with the following:
"The Company agrees that it will not hereafter grant to any
Person any demand or piggyback registration rights that are
inconsistent with or violate the rights granted to the Holders of
Registrable Securities under this Agreement."
Section 2 BINDING EFFECT. TJG, Operating, Xxxxxx Investments, Goff,
Barrow, Xxxxxx and Xxxxx, by execution of this Amendment shall be bound by and
subject to the terms and obligations under the Agreement, as amended by this
Amendment.
Section 3 CONSENT. TJG, Operating, Xxxxxx Investments, Xxxx, Xxxxxx
and Xxxxxx hereby consent to the terms of the Alpine Agreement, as amended by
the Consent, the EnCap Amendment and the Price Amendment.
Section 4 XXXXXX INVESTMENTS AS A PARTY. By execution of this Amendment,
Xxxxxx Investments agrees to be bound by and subject to the terms and
obligations under the Agreement as amended by this Amendment.
Section 5 NO OTHER CHANGES. Except as explicitly amended by the
Amendment, the terms, conditions, rights and obligations under the Agreement
shall remain in full force and effect.
Section 6 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.
Section 7 EFFECTIVE TIME. This Amendment will be effective upon the
Effective Time as defined in the Merger Agreement. If the Merger Agreement is
terminated, this Amendment shall terminate and be deemed null and void.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first written above,
XXXXX ENERGY COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
President
TJG INVESTMENTS I LTD.
By: TJG Investments G.P. LLC, General Partner
By: /s/ Xxx X. Xxxx
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Xxx X. Xxxx
President
BOC OPERATING CORPORATION
By: /s/ Xxx X. Xxxx
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Xxx X. Xxxx
President
XXXXXX INVESTMENTS LTD.
By: Xxxxxx Operating Company, L.L.C., General
Partner
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Xxxxxx Xxxxxx
President
/s/ Xxx X. Xxxx
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Xxx X. Xxxx
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx