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EXHIBIT 10.9
CONSENT TO AMENDMENT TO THE
REGISTRATION RIGHTS AGREEMENT
Reference is hereby made to (i) that certain Registration Rights
Agreement made and entered into as of the 14th day of August, 1998, as amended
by that certain First Amendment to the Registration Rights Agreement made and
entered into as of the 15th day of December, 1998 by and among Xxxxx Energy
Company, a Texas corporation and successor by merger to Future Petroleum
Corporation, a Utah corporation (the "Company"), BER Partnership L.P., a Texas
limited partnership, TJG Investments, Inc., a Texas corporation, BEC
Partnership, a Texas general partnership, Xxx X. Xxxx, Xxxxxx Xxxxxx, Xxxxx X.
Xxxxxx, and BOC Operating Corporation, a Texas corporation (as amended, the
"Xxxxx Registration Rights Agreement"), and (ii) that certain Registration
Rights Agreement made and entered into as of the 14th day of August, 1998, as
amended by that certain First Amendment to Registration Rights Agreement made
and entered into as of the 15th day of December, 1998 by and among the Company,
Xxxx Xxxxx, Don Wm. Xxxxxxxx, Xxxxxxxx Price, Xxxxxx Xxxxx and Xxxxxxx X.
Xxxxxxxx (as amended, the "Price Registration Rights Agreement").
RECITALS:
A. The Company, Energy Capital Investment Company PLC, an English
investment company ("Energy PLC"), and EnCap Equity 1994 Limited Partnership, a
Texas limited partnership ("EnCap LP"), entered into a Registration Rights
Agreement on August 14, 1998, as amended by a First Amendment to the
Registration Rights Agreement dated December 15, 1998 and a Second Amendment to
the Registration Rights Agreement dated May 14, 1999 (as amended, the "EnCap
Registration Rights Agreement"), covering shares of Common Stock (as defined in
the EnCap Registration Rights Agreement") issued to Energy PLC and EnCap LP and
the New Common Shares (as defined in the EnCap Registration Rights Agreement)
issued to Energy PLC, EnCap Energy Capital Fund III-B, L.P., a Texas limited
partnership, BOCP Energy Partners, L.P., a Texas limited partnership, EnCap
Energy Capital Fund III, L.P., a Texas limited partnership, Xxxxx Xxxxxxxx
Energy Fund, L.P., a Delaware limited partnership, BancAmerica Capital Investors
SBIC I, L.P., a Delaware limited partnership, Eos Partners, L.P., a Delaware
limited partnership, Eos Partners SBIC, L.P., a Delaware limited partnership,
Eos Partners SBIC II, L.P., a Delaware limited partnership, and SGC Partners II
LLC, a Delaware limited liability company (collectively, the "Investors");
B. Bankers Trust Company, a New York banking corporation ("Bankers
Trust") is a party, along with the Company, the lenders and agents signatory
thereto, to that certain Credit Agreement dated on or about March 30, 2000, and
Tranche B Term Loan (as defined in the Credit Agreement) pursuant to which upon
conversion of the Tranche B Term Loan Bankers Trust will be issued shares of
Common Stock (the "Tranche B Common Shares");
C. The Investors are parties along with the Company to that certain
Subscription Agreement dated on or about March 30, 2000, pursuant to which the
Investors have subscribed to purchase shares of common stock ("Subscription
Common Shares");
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D. The parties to the EnCap Registration Rights Agreement desire to
amend such agreement to cover the Subscription Common Shares and the Tranche B
Common Shares upon their issuance and to make certain other changes; and
E. The parties to this Consent desire to consent to and permit such
amendments to the EnCap Registration Rights Agreement.
NOW, THEREFORE, the undersigned consent to the above-referenced
amendment to the EnCap Registration Rights Agreement, as evidenced by that
certain Third Amendment to the Registration Rights Agreement among the Company,
the Investors and Bankers Trust.
This Consent 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.
[Signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Consent
effective March ___, 2000.
TJG INVESTMENTS, INC.
By:
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Xxx X. Xxxx
President
BEC PARTNERSHIP
By:
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Xxx X. Xxxx
Manager
BER PARTNERSHIP L.P.
By: Xxxxx Operating Company, Inc., General Partner
By:
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Xxx X. Xxxx
President
BOC OPERATING CORPORATION
By:
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Xxx X. Xxxx
President
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Xxx X. Xxxx
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Xxxxxx Xxxxxx
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Xxxxx X. Xxxxxx
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Xxxx Xxxxx
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Don Wm. Xxxxxxxx
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Xxxxxxxx Xxxxx
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Xxxxxx Xxxxx
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Xxxxxxx X. Xxxxxxxx
