Exhibit 10.2
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This Amendment to Registration Rights Agreement (the "Amendment") dated
as of October 19, 1999, is entered into by and among MIDDLE BAY OIL COMPANY,
INC., an Alabama corporation ("Corporation"), 3TEC Energy Company L.L.C., a
Delaware limited liability company f/k/a 3TEC Energy Corporation, Shoemaker
Family Partners, L.P., Shoeinvest II, LP, and The Prudential Insurance Company
of America, a New Jersey corporation ("Prudential").
RECITALS
WHEREAS, on August 27, 1999, the Corporation, 3TEC Energy Company L.L.C.
f/k/a 3TEC Energy Corporation; Kaiser-Francis Oil Company; C.J. Lett, III;
Weskids, L.P.; Alvin V. Shoemaker; Shoemaker Family Partners, L.P.; and
Shoeinvest II, LP entered into a certain Registration Rights Agreement (the
"Agreement"); and.
WHEREAS, the parties hereto wish to amend the Agreement to add Prudential
as a party to the Agreement and as a Shareholder as defined in the Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. ADDITION OF PRUDENTIAL AS A SHAREHOLDER. Prudential is hereby
added as a party to the Agreement and shall be considered a
Shareholder as defined in the Agreement.
2. SCHEDULE 1. Schedule 1 of the Agreement is hereby deleted in its
entirety and replaced with Schedule 1 attached hereto.
3. TERMS DEFINED IN AGREEMENT. As used herein, each term defined in
the Agreement shall have the meaning assigned thereto in the
Agreement, unless expressly provided herein to the contrary.
4. FULL FORCE AND EFFECT. Except with respect to the changes made in
this Amendment, the terms and provisions of the Agreement are in
full force and effect.
5. NOTICES. Any notice to be given by any party hereunder to any
other shall be in writing, mailed by certified or registered mail,
return receipt requested, and shall be addressed to the other
parties at the addresses listed on the signature pages hereof.
All such notices shall be deemed to be given three (3) days after
the date of mailing thereof.
6. BINDING EFFECT. This Amendment shall be binding upon the parties
hereto and their respective successors, personal representatives
and permitted assigns.
7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original and all
of which together shall constitute but one and the same
instrument.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
"CORPORATION"
MIDDLE BAY OIL COMPANY, INC.
By: /s/ Floyd C. Wilson
Name: Floyd C. Wilson
Title: President and Chief Executive Officer
Address for Notice:
Middle Bay Oil Company, Inc.
1221 Lamar Street, Suite 1020
Houston, TX 77010
Fax: (713) 650-0352
"SHAREHOLDERS"
3TEC ENERGY COMPANY L.L.C
By: /s/ Floyd C. Wilson
Name: Floyd C. Wilson
--------------------------------
Title: Managing Director
--------------------------------
Address for Notice:
3TEC Energy Company L.L.C.
5910 N. Central Expressway
Suite 1150
Dallas, TX 75206
Fax: (214) 373-9731
SHOEMAKER FAMILY PARTNERS, LP
By: Alvin V. Shoemaker
Its General Partner
By: /s/ Alvin V. Shoemaker
Name: Alvin V. Shoemaker
Title: General Partner
Address for Notice:
Shoemaker Family Partners, LP
60 Brushhill Road
Kinnelon, NJ 07405
Fax: (310) 444-3833
SHOEINVEST II, LP
By: Alvin Shoemaker Investments, Inc.
Its General Partner
By: /s/ Alvin V. Shoemaker
Name: Alvin V. Shoemaker
Title: General Partner
Address for Notice:
Shoeinvest II, LP
60 Brushhill Road
Kinnelon, NJ 07405
Fax: (310) 444-3833
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ Ric E. Abel
Name: Ric E. Abel
Title: Vice President
Address for Notice:
The Prudential Insurance Company of America
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, Texas 75201
Fax: (214) 720-6299
Attn.: Managing Director
SCHEDULE 1
3TEC Energy Company L.L.C.,
f/k/a 3TEC Energy Corporation Securities Purchase Agreement by and
between 3TEC Energy Corporation and
Middle Bay OilCompany, Inc., dated
July 1, 1999
4,755,556 shares of Common Stock
Warrants exercisable for 3,600,000
shares of Common Stock
$10,700,000 Note (which is convertible
to Conversion Shares)
Shoemaker Family Partners,
LP Securities Purchase Agreement by and
between Shoemaker Family Partners, LP
and Middle Bay Oil Company, Inc.,
dated August 27, 1999
22,222 shares of Common Stock
Warrants exercisable for 16,822 shares
of Common Stock
$50,000 Note (which is convertible to
Conversion Shares)
Shoeinvest II, LP Securities Purchase Agreement by and
between Shoeinvest II, LP and Middle
Bay Oil Company, Inc., dated August
27, 1999
44,444 shares of Common Stock
Warrants exercisable for 33,644 shares
of Common Stock
$100,000 Note (which is convertible to
Conversion Shares)
The Prudential Insurance
Company of America Securities Purchase Agreement by and
between The Prudential Insurance
Company of America and Middle Bay Oil
Company, Inc., dated October 19, 1999
1,055,042 shares of Common Stock
Warrants exercisable for 798,677
shares of Common Stock
$2,373,844 Note (which is convertible
to Conversion Shares)