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BARGO ENERGY COMPANY
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
This First Amendment ("Amendment") to the Second Amended and Restated
Shareholders' Agreement is effective for all purposes as of August 11, 1999, and
evidences the following:
WHEREAS, B. Carl Price, Don Wm. Reynolds, Energy Capital Investment
Company PLC, an English investment company, EnCap Equity 1994 Limited
Partnership, a Texas limited partnership, BER Energy Resources, Ltd., a Texas
limited partnership (formerly Bargo Energy Resources, Ltd.), TJG Investments,
Inc., a Texas corporation, BEC Energy Company, a Texas general partnership
(formerly Bargo Energy Company), Tim J. Goff, Thomas Barrow, James E. Sowell,
BOC Operating Corporation, a Texas corporation (formerly Bargo Operating
Company, Inc.), EnCap Energy Capital Fund III-B, L.P., a Texas limited
partnership, BOCA Energy Partners, L.P., a Texas limited partnership, EnCap
Energy Fund III, L.P., a Texas limited partnership, Kayne Anderson 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 partnership, entered into the Second Amended and Restated
Shareholders' Agreement, dated May 14, 1999 (the "Agreement");
WHEREAS, the parties to the agreement desire to amend the agreement as
herein provided;
NOW THEREFORE, the parties hereto, for good and valuable consideration,
intending to be legally bound, hereby agree as follows:
Section 1. DEFINED TERMS. The terms capitalized herein have the meanings
given to them in the Agreement, unless otherwise defined herein.
Section 2. BOARD OF DIRECTORS.
(a) The first sentence of Section 2(a) is hereby replaced with the
following two sentences: "For so long as any of the Preferred Shares remain
outstanding: each of (i) EOS, (ii) Kayne and (iii) BACI (or the successor or
transferee of any such party), shall be entitled to name one (1) Designated
Nominee for Class III of the Company's Board of Directors; the Bargo Group
(including successors and transferees of its members) shall be entitled to name
two (2) Designated Nominees, and SGCP shall be entitled to name one (1)
Designated Nominee, for Class II of the Company's Board of Directors; and EnCap
(including successors and transferees of its members) shall be entitled to name
two (2) Designated Nominees for Class I of the Company's Board of Directors. In
addition, for so long as he is an employee of the Company, Jonathan M. Clarkson
shall be a Designated Nominee in Class I of the Company's Board of Directors."
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(b) Section 2(b)(i) of the Agreement is amended to read in its entirety
as follows: "(i) to use its reasonable best efforts for so long as Jonathan M.
Clarkson is a Designated Nominee to cause Company's Board of Directors to be
composed of eight members and for so long as Mr. Clarkson is not a Designated
Nominee to cause the Company's Board of Directors to be composed of seven
members".
Section 3. NO OTHER CHANGES. This amendment shall be incorporated into
and deemed part of the Agreement as if fully set forth therein. Except as
expressly set forth in this Amendment, all other terms and provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment was executed as of the date above
first written.
BARGO ENERGY COMPANY
By:__________________________________
Name: Tim J. Goff
Title: Chief Executive Officer
ENCAP EQUITY 1994 LIMITED PARTNERSHIP
By: EnCap Investments L.C., General Partner
By:__________________________________
D. Martin Phillips
Managing Director
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ENERGY CAPITAL INVESTMENT COMPANY PLC
By:__________________________________
Gary R. Petersen
Director
TJG INVESTMENTS, INC.
By:__________________________________
Tim J. Goff
President
BEC ENERGY COMPANY
By:__________________________________
Tim J. Goff
Manager
BER ENERGY RESOURCES, LTD.
By: BOC Operating Corporation
General Partner
By:__________________________________
Tim J. Goff
President
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BOC OPERATING CORPORATION
By:__________________________________
Tim J. Goff
President
_____________________________________
Tim J. Goff
_____________________________________
Thomas Barrow
_____________________________________
James E. Sowell
_____________________________________
B. Carl Price
_____________________________________
Don Wm. Reynolds
ENCAP ENERGY CAPITAL FUND III, L.P.
By: EnCap Investments L.C., General Partner
By:__________________________________
D. Martin Phillips
Managing Director
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ENCAP ENERGY CAPITAL FUND III-B, L.P.
By: EnCap Investments L.C., General Partner
By:__________________________________
D. Martin Phillips
Managing Director
BOCP ENERGY PARTNERS, L.P.
By: EnCap Investments L.C., Manager
By:__________________________________
D. Martin Phillips
Managing Director
EOS PARTNERS, L.P.
By:__________________________________
Name:___________________________
Title:__________________________
EOS PARTNERS SBIC, L.P.
By: Eos SBIC General, L.P., its general
partner
By: Eos SBIC, Inc., its general partner
By:__________________________________
Name:___________________________
Title:__________________________
EOS PARTNERS SBIC II, L.P.
By: Eos SBIC General II, L.P., its general
partner
By: Eos SBIC II, Inc., its general partner
By:__________________________________
Name:___________________________
Title:__________________________
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SGC PARTNERS II LLC
By:___________________________________
Name:____________________________
Title:___________________________
BANCAMERICA CAPITAL INVESTORS SBIC I, L.P.
By: BancAmerica Capital Management
SBIC I, LLC, its general partner
By: BancAmerica Capital Management I,
L.P., its sole member
By: BACM I GP, LLC, its general partner
By:__________________________________
J. Travis Hain
Managing Director
KAYNE ANDERSON ENERGY FUND, L.P.
By:__________________________________
Name:___________________________
Title:__________________________
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