EXHIBIT 4(h)
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment"), dated
as of the 17th day of December, 1999, is by and among Plains Resources Inc., a
Delaware corporation (the "Company"), the Series F Holders (as defined below)
and the ▇▇▇▇▇▇ Purchasers (as defined below).
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the holders of Series F Cumulative Convertible Preferred
Stock (the "Preferred Stock") of the Company listed as such on the signature
pages hereof (the "Series F Holders") acquired such shares from the Company
pursuant to a Stock Purchase Agreement dated as of December 15, 1999 by among
the Company and the purchasers named therein (the "Stock Purchase Agreement");
WHEREAS, the Series F Holders own more than 66 2/3% of the Preferred
Stock; and
WHEREAS, the Series F Holders and the Company desire to amend the
Stock Purchase Agreement to add new Purchasers thereto.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties set forth in this Amendment, the parties to this
Amendment hereby agree as follows (capitalized terms used herein but not defined
herein shall have the meanings set forth in the Stock Purchase Agreement):
ARTICLE 1 - AMENDMENTS TO THE STOCK PURCHASE AGREEMENT
1.1 Agreement regarding Additional Purchasers. Each of the following
-----------------------------------------
(the "▇▇▇▇▇▇ Purchasers"), hereby agrees to purchase from the Company the
following number of Shares and for the purchase price set forth below payable
for such Shares (the "Purchase Price"):
Purchase
Name Number Of Shares Price
---- ---------------- --------
▇▇▇▇▇▇ Offshore Ltd. 2,000 $2,000,000
▇▇▇▇▇▇ Hedgecap Fund L.P. 850 $ 850,000
▇▇▇▇▇▇ Hedgecap Limited 150 $ 150,000
The parties hereto agree that upon payment of the Purchase Price, each
of the ▇▇▇▇▇▇ Purchasers shall become "Purchasers" for all purposes of the Stock
Purchase Agreement and shall have all rights applicable to the Purchasers, and
the ▇▇▇▇▇▇ Purchasers agree to be bound by all provisions applicable to the
Purchasers under such agreement.
1.2 Opinions of Counsel. Upon completion of the purchase and sale of
-------------------
Shares referred to in Section 1.1, the Company agrees to cause each of ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, general counsel to the Company, and Fulbright & ▇▇▇▇▇▇▇▇, L.L.P.
to issue a letter to the ▇▇▇▇▇▇ Purchasers indicating that they may rely on the
opinions rendered at Closing.
2. Continuation of Stock Purchase Agreement. Except as set forth
----------------------------------------
above, the Stock Purchase Agreement shall continue in full force and effect
without amendment.
3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED
-------------
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD
TO RULES CONCERNING CONFLICTS OF LAWS.
4. Counterparts. This Amendment may be executed in any number of
------------
counterparts, and each and every counterpart shall be deemed for all purposes
one agreement.
2
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers as of the date first above written.
PLAINS RESOURCES INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ PURCHASERS:
▇▇▇▇▇▇ OFFSHORE LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
▇▇▇▇▇▇ HEDGECAP FUND L.P.
By: ▇▇▇▇▇▇ Investment Management, L.P.,
General Partner
By: Its General Partner, SSCO, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Operating Officer
▇▇▇▇▇▇ HEDGECAP LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
3
SERIES F HOLDERS:
ENCAP ENERGY CAPITAL FUND III, L.P.
Encap Investments L.C., General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
ENCAP ENERGY CAPITAL FUND III-B, L.P.
Encap Investments L.C., General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
BOCP ENERGY PARTNERS, L.P.
Encap Investments L.C., General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
ENERGY CAPITAL INVESTMENT COMPANY PLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
4
ARBCO ASSOCIATES, L.P.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Management, Inc.,
General Partner
By: /s/ ▇▇▇▇▇ Schladovsky
----------------------------------------------
Name: ▇▇▇▇▇ Schladovsky
Title: General Counsel
KAYNE, ▇▇▇▇▇▇▇▇ NON-TRADITIONAL INVESTMENTS, L.P.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Management, Inc.,
General Partner
By: /s/ ▇▇▇▇▇ Schladovsky
----------------------------------------------
Name: ▇▇▇▇▇ Schladovsky
Title: General Counsel
OFFENSE GROUP ASSOCIATES, L.P.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Management, Inc.,
General Partner
By: /s/ ▇▇▇▇▇ Schladovsky
----------------------------------------------
Name: ▇▇▇▇▇ Schladovsky
Title: General Counsel
OPPORTUNITY ASSOCIATES, L.P.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Management, Inc.,
General Partner
By: /s/ ▇▇▇▇▇ Schladovsky
----------------------------------------------
Name: ▇▇▇▇▇ Schladovsky
Title: General Counsel
5
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ENERGY FUND, L.P.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Management, Inc.,
General Partner
By: /s/ ▇▇▇▇▇ Schladovsky
----------------------------------------------
Name: ▇▇▇▇▇ Schladovsky
Title: General Counsel
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ OFFSHORE LIMITED
By: /s/ ▇▇▇▇▇ Schladovsky
----------------------------------------------
Name: ▇▇▇▇▇ Schladovsky
Title: General Counsel
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ TARGET RETURN FUND (Q.P.), L.P.
By: /s/ ▇▇▇▇▇ Schladovsky
----------------------------------------------
Name: ▇▇▇▇▇ Schladovsky
Title: General Counsel
6
