EXHIBIT 10.2
XXXXX ENERGY COMPANY
AGREEMENT OF PARTNERS
WHEREAS, Xxxxx Energy Company, a Texas general partnership ("Xxxxx") owns
shares of common stock, par value $.01 per share ("Common Stock"), of Future
Petroleum Corporation, a Utah corporation ("Future"); and
WHEREAS, Chisos Corporation ("Chisos"), Brazos Oil & Gas Corporation
("Brazos") and Xxxxxx Investments, Inc. ("Xxxxxx") are partners of Xxxxx; and
WHEREAS, the Brazos, Chisos and Xxxxxx desire to delegate to the manager
of Xxxxx the sole power to, directly or indirectly, in the manager's sole
discretion, vote or direct the voting of and dispose or direct the disposition
of the Common Stock.
NOW, THEREFOR, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Xxx X. Xxxx or any successor, as the manager of Xxxxx, is hereby
authorized to, directly or indirectly, in the manager's sole discretion, vote or
direct the voting of, and dispose or direct the disposition of, the Common Stock
on behalf of Brazos, Chisos and Xxxxxx.
2. Brazos, Chisos and Xxxxxx hereby acknowledge and agree that, as
partners of Xxxxx and for so long as this agreement is in effect, none of
Brazos, Chisos nor Xxxxxx shall have the power to, directly or indirectly, vote
or direct the voting of, and dispose or direct the disposition of, the Common
Stock.
3. This agreement may be amended by Brazos and Xxxxx as to Brazos' voting
and dispositive rights with respect to the Common Stock, by Chisos and Xxxxx as
to Chisos' voting and dispositive rights with respect to the Common Stock and by
Xxxxxx and Xxxxx as to Xxxxxx'x voting and dispositive rights with respect to
the Common Stock. This agreement supercedes any prior agreement or conflicting
provision of the partnership agreement of Xxxxx addressing the matters stated
herein.
IN WITNESS WHEREOF, this agreement is effective as of the 15th day of
December, 1998.
XXXXX ENERGY COMPANY XXXXXX INVESTMENTS, INC.
/s/ XXX X. XXXX /s/ XXXXXX X. XXXXXX
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Xxx X. Xxxx, Manager Xxxxxx X. Xxxxxx, President
CHISOS CORPORATION BRAZOS OIL & GAS CORPORATION
/s/ X.X. XXXXX /s/ J. XXXXXX XXXXX
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X.X. Xxxxx, President J. Xxxxxx Xxxxx, President