Goff Tim J, et al. – ‘SC 13D’ on 5/29/01 re: Mission Resources Corp – EX-99.3

On:  Tuesday, 5/29/01, at 4:46pm ET   ·   Accession #:  899243-1-500674   ·   File #:  5-33149

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             12     57K 
 2: EX-99.3     Registration Rights Agreement, as Amended              5     16K 

EX-99.3   —   Registration Rights Agreement, as Amended
Exhibit Table of Contents

EX-99.3
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EXHIBIT 3 

REGISTRATION RIGHTS AGREEMENT 

Registration Rights Agreement incorporated by reference.                        

First Amendment to Registration Rights Agreement incorporated by reference.     

Second Amendment to Registration Rights Agreement attached.                     

EX-99.3
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SECOND AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT 

This Second Amendment to the Registration Rights Agreement (the       
"AMENDMENT") is made and entered into this 16th day of March 2001, by and among 
Bargo Energy Company, a Texas corporation, ("BARGO"), TJG Investments I Ltd., a 
Texas corporation (formerly, TJG Investments, Inc.) ("TJG"), BOC Operating      
Corporation, a Texas corporation (formerly, Bargo Operating Company, Inc.),     
("OPERATING"), Barrow Investments Ltd., a Texas limited partnership ("BARROW    
INVESTMENTS"), Tim J. Goff ("GOFF"), Thomas Barrow ("BARROW") and James E.      
Sowell ("SOWELL"), and evidences the following:                                 

RECITALS

  A.  Bargo has entered into an Agreement and Plan of Merger dated January
24, 2001 (the "MERGER AGREEMENT"), with Bellwether Exploration Company, a       
Delaware corporation ("BELLWETHER"), pursuant to which Bargo will be merged into
Bellwether and Bellwether's name will be changed to Mission Resources           
Corporation (the "MERGER");                                                     

   B.  Bargo (as successor by merger to Future Petroleum Corporation, a Utah
corporation), and BER Partnership L.P., a Texas limited partnership (formerly,  
Bargo Energy Resources, Ltd. ("RESOURCES") entered into a Registration Rights   
Agreement on August 14,1998, as amended by the First Amendment to the           
Registration Rights Agreement dated December 15, 1998 (as amended, the          
"AGREEMENT"), covering Common Stock and shares of Common Stock to be issued upon
exercise of a warrant issued to Resources, Preferred Shares and shares of Common
Stock issuable upon conversion of Preferred Shares issued to Operating, Goff,   
Barrow and Sowell, and Common Stock issued to BEC Partnership, a Texas general  
partnership (formerly, Bargo Energy Company) ("BEC"), and TJG;                  

     C.  Resources and BEC no longer hold any Registrable Securities (as defined
in the Agreement) and are no longer parties to the Agreement;                   

     D.  Registrable Securities have been transferred to Barrow Investments by a
party to the Agreement;                                                         

   E.  Bellwether is a party to a Registration Rights Agreement dated August
26, 1994, with certain stockholders of the Company named therein (the "ALPINE   
AGREEMENT"), a copy of which has been provided to the parties to this Amendment;

   F.  The parties to the EnCap Agreement (as defined in the Agreement) have
entered into a Fourth Amendment to the EnCap Agreement dated as of the date of  
this Amendment (the "ENCAP AMENDMENT"), a copy of which has been provided to the
parties to this Amendment;                                                      

   G.  The parties to the Price Agreement (as defined in the Agreement) have
entered into a Second Amendment to the Price Agreement dated as of the date of  
this Amendment (the "PRICE AMENDMENT"), a copy of which has been provided to the
parties to this Amendment;                                                      

EX-99.3
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H.  The parties to the EnCap Agreement and the parties to the Price   
Agreement have consented to this Amendment;                                     

    I.  The parties to the Alpine Agreement have consented to the terms of the
Agreement, as amended by this Amendment pursuant to a consent dated as of the   
date of this Amendment (the "CONSENT"), a copy of which has been provided to the
parties to this Amendment;                                                      

J.  In connection with the Merger, Bellwether will assume the EnCap   
Agreement, as amended by the EnCap Amendment, the Price Agreement, as amended by
the Price Amendment, and the Agreement, as amended by this Amendment; and       

K.  The parties to the Agreement desire to add Barrow Investments as a
party to the Agreement, to amend the Agreement, and to consent to the Alpine    
Agreement, as amended by the Consent, the EnCap Amendment and the Price         
Amendment.                                                                      

AGREEMENT 

NOW, THEREFORE, for and in consideration of the foregoing Recitals and
mutual covenants contained herein, the sufficiency of which is hereby           
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:                                                                     

    Section 1  AMENDMENTS TO THE AGREEMENT. The Agreement is hereby amended as
follows:                                                                        

(a) The definition of Company in Section 1(a) is replaced with the  
following:                                                  

  "Company" shall mean Mission Resources Corporation, a Delaware
        corporation, as successor by merger to Bargo Energy Company, a Texas
corporation.                                                

(b) Section 11(c) is replaced with the following:                   

         "The Company agrees that it will not hereafter grant to any
Person any demand or piggyback registration rights that are 
     inconsistent with or violate the rights granted to the Holders of
Registrable Securities under this Agreement."               

Section 2  BINDING EFFECT.  TJG, Operating, Barrow Investments, Goff, 
Barrow, Sowell and Bargo, by execution of this Amendment shall be bound by and  
subject to the terms and obligations under the Agreement, as amended by this    
Amendment.                                                                      

Section 3  CONSENT. TJG, Operating, Barrow Investments, Goff, Barrow  
and Sowell hereby consent to the terms of the Alpine Agreement, as amended by   
the Consent, the EnCap Amendment and the Price Amendment.                       

   Section 4  BARROW INVESTMENTS AS A PARTY. By execution of this Amendment,
Barrow Investments agrees to be bound by and subject to the terms and           
obligations under the Agreement as amended by this Amendment.                   

EX-99.3
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Section 5  NO OTHER CHANGES.  Except as explicitly amended by the     
Amendment, the terms, conditions, rights and obligations under the Agreement    
shall remain in full force and effect.                                          

 Section 6  COUNTERPARTS.  This Amendment 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.                   

Section 7  EFFECTIVE TIME.  This Amendment will be effective upon the 
Effective Time as defined in the Merger Agreement.  If the Merger Agreement is  
terminated, this Amendment shall terminate and be deemed null and void.         

[Signature Pages Follow]

EX-99.3
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   IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first written above,                                                   

BARGO ENERGY COMPANY

          By:   /s/ Jonathan M. Clarkson
                                 -----------------------------------------
            Jonathan M. Clarkson
 President

  TJG INVESTMENTS I LTD.

                           By:   TJG Investments G.P. LLC, General Partner

            By:  /s/ Tim J. Goff
                                      ------------------------------------
             Tim J. Goff
           President

     BOC OPERATING CORPORATION

 By:   /s/ Tim J. Goff
                                 -----------------------------------------
   Tim J. Goff
 President

   BARROW INVESTMENTS LTD.

                           By:   Barrow Operating Company, L.L.C., General
Partner 

              By:  /s/ Thomas Barrow
                                      ------------------------------------
               Thomas Barrow
           President

/s/ Tim J. Goff     
                           -----------------------------------------------
Tim J. Goff         

/s/ Thomas Barrow   
                           -----------------------------------------------
Thomas Barrow       

/s/ James E. Sowell 
                           -----------------------------------------------
James E. Sowell     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		5/29/01							None on these Dates
		1/24/01		2
		12/15/98		2
		8/26/94		2
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