-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MbAanzPuDErE6CEHbrw7m3SVq4Ft/uI7jC/5carmhYWSF8UBuC38s1gYgh7hv910 mp2v5j9nvsAr5fHDTcYIJg== 0000899243-03-000236.txt : 20030212 0000899243-03-000236.hdr.sgml : 20030212 20030212164417 ACCESSION NUMBER: 0000899243-03-000236 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 3TEC ENERGY CORP CENTRAL INDEX KEY: 0000903267 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 631081013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 700 MILAM STREET STREET 2: SUITE 1100 CITY: HOUSTON STATE: TX ZIP: 77002-2 BUSINESS PHONE: 7138217100 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE BAY OIL CO INC DATE OF NAME CHANGE: 19930504 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS EXPLORATION & PRODUCTION CO CENTRAL INDEX KEY: 0000891456 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 330430755 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78793 FILM NUMBER: 03555083 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7137396740 MAIL ADDRESS: STREET 1: 500 DALLAS STREET CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: STOCKER RESOURCES LP DATE OF NAME CHANGE: 19980130 FORMER COMPANY: FORMER CONFORMED NAME: PLAINS EXPLORATION & PRODUCTION CO L P DATE OF NAME CHANGE: 20020619 SC 13D 1 dsc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934* PLAINS EXPLORATION & PRODUCTION COMPANY (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 726505100 (CUSIP Number) Floyd C. Wilson 3TEC Energy Corporation 700 Milam, Suite 1100 Houston, Texas 77002 (713) 821-7100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 2, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of (S)(S) 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the following box. [ ] The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP NO. 726505100 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) 3TEC Energy Corporation/63-1081013 -------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] -------------------------------------------------------------------------- (3) SEC Use Only -------------------------------------------------------------------------- (4) Source of Funds (See Instructions) N/A (See Item 5) -------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] -------------------------------------------------------------------------- (6) Citizenship or Place of Organization 3TEC Energy Corporation ("3TEC") is a corporation organized under the laws of the State of Delaware. -------------------------------------------------------------------------- Number of (7) Sole Voting Power Shares Beneficially 3,013,328/1/ ------------------------------------------------------ Owned by Each (8) Shared Voting Power Reporting 0 ------------------------------------------------------ Person With (9) Sole Dispositive Power 0 ------------------------------------------------------ (10) Shared Dispositive Power 0 -------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,013,328 -------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] -------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 12.4%/2/ -------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO -------------------------------------------------------------------------- 1 3TEC may be deemed to have voting power with respect to the shares of Common Stock owned by certain stockholders of the Issuer. See Items 5 and 6. 2 Based on 24,224,448 shares issued and outstanding as of February 2, 2003, as disclosed to 3TEC by the Issuer. Page 2 Item 1. Security and Issuer. The class of equity securities to which this statement relates is common stock, $0.01 par value per share (the "Common Stock") of Plains Exploration & Production Company, a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 500 Dallas Street, Suite 700, Houston, Texas 77002. Item 2. Identity and Background. (a) - (c) 3TEC Energy Corporation ("3TEC" or "the reporting person") is a Delaware corporation with its principal business and executive offices located at 700 Milam Street, Suite 1100, Houston, Texas 77002. The principal business of 3TEC is the acquisition, development, production, and exploration of oil and gas reserves. Current information concerning the executive officers and directors of 3TEC is set forth on Schedule I hereto. (d)-(f) See Schedule I Item 3. Source and Amount of Funds or Other Consideration. No funds of 3TEC were used to purchase shares of the Issuer's Common Stock. 3TEC does not have any economic interest in the shares of Common Stock. 3TEC may be deemed to have obtained beneficial ownership of the Common Stock pursuant to the Voting Agreement described in Item 6 below. Item 4. Purpose of Transaction. The reporting person entered into the Voting Agreement described in Item 6 below in order to facilitate its merger with and into a subsidiary of the Issuer. Item 5. Interest in Securities of the Issuer. (a) The reporting person, by virtue of the Voting Agreement (as described in Item 6 below), may be deemed the beneficial owner of 3,013,328 shares of Common Stock owned by EnCap Energy Capital Fund III, L.P., EnCap Energy Capital Fund III-B, L.P., BOCP Energy Partners, L.P., Energy Capital Investment Company, PLC, Sable Management, L.P., and James C. Flores. Based on the 24,224,448 shares of Common Stock issued and outstanding as of February 2, 2003, as disclosed to the reporting person by the Issuer, the reporting person may be deemed the beneficial owner of approximately 12.4% of the outstanding shares of Common Stock. Except as otherwise described herein, and to the knowledge of the reporting person, no person listed in Schedule I is the beneficial owner of any shares of Common Stock. (b) The reporting person has the sole power to vote or direct the vote of the 3,013,328 shares of Common Stock held by EnCap Energy Capital Fund III, L.P., EnCap Energy Capital Fund III-B, L.P., BOCP Energy Partners, L.P., Energy Capital Investment Company, PLC, Sable Management, L.P., and James C. Flores pursuant to the terms of the Voting Agreement (as described in Item 6 below). Except as otherwise described herein, and to the knowledge of the reporting person, no person listed in Schedule I has the power to vote or direct the vote or dispose or direct the disposition of any shares of Common Stock. (c) On December 18, 2002, Plains Resources Inc. ("Plains Resources") distributed 100 percent of the shares of Common Stock of the Issuer, its wholly owned subsidiary, to the holders of record of Plains Resources' common stock as of December 11, 2002. Each Plains Resources stockholder received one share of the Issuer's Common Stock for each share of Plains Resources common stock held. Each of EnCap Energy Capital Fund III, L.P., EnCap Energy Capital Fund III-B, L.P., BOCP Energy Partners, L.P., Energy Capital Investment Company, PLC, Sable Management, L.P., and James C. Flores were stockholders of Plains Resources on December 11, 2002 and therefore received shares of Common Stock of the Issuer. Except as otherwise described herein or in any Exhibit filed herewith, and to the knowledge of the Page 3 reporting person, none of the persons named in response to Paragraph (a) above has affected any transaction in the Common Stock during the past sixty (60) days. (d) Except as otherwise described herein, and to the knowledge of the reporting person, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from sale of, the Common Stock deemed to be beneficially owned by them. (e) It is inapplicable for the purpose herein to state the date on which a party ceased to be owner of more than five percent (5%) of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer. In connection with the execution of the Agreement and Plan of Merger dated February 2, 2003, by and among the Issuer, PXP Gulf Coast Inc. ("PXP Gulf Coast") and 3TEC (the "Merger Agreement"), 3TEC entered into a Voting Agreement (the "Voting Agreement") dated effective February 2, 2003, by and among 3TEC, the Issuer, and certain stockholders of the Issuer. Pursuant to the Voting Agreement, each of EnCap Energy Capital Fund III, L.P., EnCap Energy Capital Fund III-B, L.P., BOCP Energy Partners, L.P., Energy Capital Investment Company, PLC, Sable Management, L.P., and James C. Flores (collectively, the "Designated Stockholders") has agreed (severally and not jointly with the other parties thereto) that at any meeting of the stockholders of the Issuer or any adjournment thereof or in any other circumstances upon which a vote, consent or approval (including by written consent) is sought, that the Designated Stockholders shall (a) vote the Subject Shares (as defined in the Voting Agreement) in favor of the Merger (which is defined in the Merger Agreement as the merger of 3TEC with and into PXP Gulf Coast on the terms set forth in the Merger Agreement), the adoption by the Issuer of the Merger Agreement, and the approval of the terms thereof and each of the other Transactions (as defined in the Voting Agreement), and (b) vote the Subject Shares against any transaction, agreement, matter, or acquisition proposal of the Issuer that would impede, interfere with, delay, postpone, or attempt to discourage the Merger or the Merger Agreement. Also, each of the Designated Stockholders irrevocably granted to, and appointed 3TEC as such person's proxy to vote all of its Subject Shares at any meeting of the stockholders of the Issuer (including any adjournments and postponements thereof) on the matters described above, and to execute and deliver any written consents to fulfill such Designated Stockholders' obligations under the Voting Agreement. The Voting Agreement will terminate on the earlier to occur of (i) the effective time of the Merger, or (ii) the termination of the Merger Agreement in accordance with its terms. Except as set forth in Items 5 and 6 or in the Exhibits filed herewith, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the individuals or entities described in Item 2 or between such persons and any other person with respect to the voting or disposition of the shares of Common Stock deemed to be beneficially owned by 3TEC. Item 7. Material to Be Filed as Exhibits. Exhibit 10.1- Voting Agreement dated February 2, 2003 by and among Plains Exploration & Production Company, 3TEC Energy Corporation, EnCap Energy Capital Fund III, L.P., EnCap Energy Capital Fund III-B, L.P., BOCP Energy Partners, L.P., Energy Capital Investment Company PLC, Sable Management, L.P., and James C. Flores. Page 4 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 12, 2003 3TEC ENERGY CORPORATION By: /s/ Floyd C. Wilson ------------------------------ Floyd C. Wilson, Chairman and Chief Executive Officer Page 5 SCHEDULE I DIRECTORS, MANAGERS, EXECUTIVE OFFICERS, OR CONTROLLING PERSONS The name, business address, present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of 3TEC Energy Corporation are set forth below:
Name, Principal Business Address of Organization in Name and Capacity in Which Principal which Principal Occupation Business Address Serves Occupation is Conducted - --------------------------------- --------------------- ---------------------------- ------------------------------- Floyd C. Wilson Chairman, Chief Chairman, Chief Executive 3TEC Energy Corporation 700 Milam Street Executive Officer, Officer, and Director of 700 Milam Street, Suite 1100 Suite 1100 and Director 3TEC Energy Corporation Houston, Texas 77002 Houston, Texas 77002 R.A. Walker President, Chief President, Chief Financial 3TEC Energy Corporation 700 Milam Street Financial Officer, Officer, and Director of 700 Milam Street, Suite 1100 Suite 1100 and Director 3TEC Energy Corporation Houston, Texas 77002 Houston, Texas 77002 Stephen W. Herod Executive Vice Executive Vice President- 3TEC Energy Corporation 700 Milam Street President- Corporate Development and 700 Milam Street, Suite 1100 Suite 1100 Corporate Assistant Secretary of Houston, Texas 77002 Houston, Texas 77002 Development and 3TEC Energy Corporation Assistant Secretary Shane M. Bayless Vice President, Vice President, 3TEC Energy Corporation 700 Milam Street Controller, and Controller, and Treasurer 700 Milam Street, Suite 1100 Suite 1100 Treasurer of 3TEC Energy Corporation Houston, Texas 77002 Houston, Texas 77002 Richard K. Stoneburner Vice President- Vice President- 3TEC Energy Corporation 700 Milam Street Exploration Exploration of 3TEC Energy 700 Milam Street, Suite 1100 Suite 1100 Corporation Houston, Texas 77002 Houston, Texas 77002 Mark S. Holt Vice President- Vice President- Land and 3TEC Energy Corporation 700 Milam Street Land and Assistant Assistant Secretary of 700 Milam Street, Suite 1100 Suite 1100 Secretary 3TEC Energy Corporation Houston, Texas 77002 Houston, Texas 77002 C.E. Hackstedt Vice President- Vice President- 3TEC Energy Corporation 700 Milam Street Engineering and Engineering and Operations 700 Milam Street, Suite 1100 Suite 1100 Operations of 3TEC Energy Corporation Houston, Texas 77002 Houston, Texas 77002 David S. Elkouri Secretary Co-Managing Director, Hinkle Elkouri Law Firm, Suite 2000 Epic Center Hinkle Elkouri Law Firm, L.L.C. 301 N. Main Street L.L.C. Suite 2000 Epic Center Wichita, Kansas 67202 301 N. Main Street Wichita, Kansas 67202
I-1
Name, Principal Business Address of Organization in Name and Capacity in Which Principal which Principal Occupation Business Address Serves Occupation is Conducted - --------------------------------- --------------------- ---------------------------- ------------------------------- David B. Miller Director Managing Director, EnCap Investments L.L.C. 3811 Turtle Creek Blvd. EnCap Investments L.L.C. 3811 Turtle Creek Blvd., Suite 1080 Suite 1080 Dallas, Texas 75219 Dallas, Texas 75219 D. Martin Phillips Director Managing Director, EnCap Investments L.L.C. 1100 Louisiana EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 Suite 3150 Houston, Texas 77002 Houston, Texas 77002 Larry L. Helm Director Executive Vice President Bank One Corporation 1 Bank One Plaza of Bank One Corporation 1 Bank One Plaza Chicago, Illinois 60670-0894 Chicago, Illinois 60670-0894 Larry J. Bump Director Chairman of the Board of Willbros Group, Inc. 4400 Post Oak Parkway Suite 1000 Willbros Group, Inc. c/o Willbros U.S.A., Inc. Houston, Texas 77027 4400 Post Oak Parkway Suite 1000 Houston, Texas 77027 James L. Irish III Director Of Counsel, Thompson & Thompson & Knight LLP 1700 Pacific Ave. Knight LLP 1700 Pacific Avenue Suite 3300 Suite 3300 Dallas, Texas 75201 Dallas, Texas 75201
(d) Neither 3TEC, nor any of the individuals identified in this Schedule I has, to the knowledge of 3TEC, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither 3TEC, nor any of the individuals identified in this Schedule I has, to the knowledge of 3TEC, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) To the knowledge of 3TEC, each of the individuals identified in this Schedule I is a citizen of the United States of America. I-2 EX-10.1 3 dex101.txt VOTING AGREEMENT EXHIBIT 10.1 VOTING AGREEMENT (3TEC) VOTING AGREEMENT (this "Agreement") dated as of February 2, 2003, by and among Plains Exploration & Production Company, a Delaware corporation ("PXP"), 3TEC Energy Corporation, a Delaware corporation ("3TEC"), EnCap Energy Capital Fund III-B, L.P., EnCap Energy Capital Fund III, L.P., BOCP Energy Partners, L.P., and Energy Capital Investment Company PLC (together with EnCap Energy Capital Fund III-B, L.P., EnCap Energy Capital Fund III, L.P. and BOCP Energy Partners, L.P., the "EnCap Entities"), Sable Management, L.P. ("Sable"), and James C. Flores (with the EnCap Entities and Sable, each a "Stockholder" and collectively, the "Stockholders"). WHEREAS, each Stockholder desires that 3TEC, PXP Gulf Coast, Inc., a Delaware corporation and wholly-owned subsidiary of PXP ("Merger Sub"), and PXP, enter into an Agreement and Plan of Merger dated the date hereof (the "Merger Agreement"; undefined capitalized terms herein are defined in the Merger Agreement) providing for the merger of 3TEC with and into Merger Sub (the "Merger") upon the terms and subject to the conditions set forth in the Merger Agreement; WHEREAS, each Stockholder is executing this Agreement as an inducement to 3TEC to enter into and execute the Merger Agreement; and WHEREAS, concurrently with the execution and delivery of this Agreement, PXP is entering into a voting agreement with certain 3TEC stockholders under which such parties have, among other things, agreed to support the Merger upon the terms and conditions set forth therein. NOW, THEREFORE, in consideration of the execution and delivery by 3TEC of the Merger Agreement and the mutual covenants, conditions and agreements contained herein and therein, the parties agree as follows: 1. Representations and Warranties. (a) Each Stockholder severally represents and warrants to 3TEC as follows: (i) Such Stockholder is the record and beneficial owner of that number of shares of capital stock of PXP set forth opposite such Stockholder's name on Schedule A (together with any other shares of other capital stock of PXP acquired after the date hereof including through the exercise of any stock options, warrants or similar instruments) being collectively referred to herein as the "Subject Shares"). The Subject Shares constitute the only shares, with respect to which such Stockholder is the record or beneficial owner, of capital stock of PXP or options, warrants or other rights (whether or not contingent) to acquire such shares of capital stock of PXP that are or may be entitled to vote on the Merger or the Merger Agreement at any meeting of PXP's Stockholders called to vote upon the Merger or the Merger Agreement. Such Stockholder has the sole right to vote and Transfer (as defined herein) the Subject Shares set forth opposite its name on Schedule A, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or the Transfer of the Subject Shares, except (A) as provided by this Agreement (it being understood that any pledge of the Pledged Shares (as defined below) shall not be a breach of this representation) and (B) those arising under applicable securities laws. Such Stockholder has all requisite power and authority, and, if such Stockholder is a natural person, the legal capacity, to enter into this Agreement and to perform its obligations hereunder. To the extent that such Stockholder is an entity and not an individual, such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The execution and delivery of this Agreement by such Stockholder and the performance by such Stockholder of its obligations hereunder have been duly authorized by all necessary action on the part of such Stockholder. This Agreement has been duly executed and delivered by, and constitutes a valid and binding agreement of, such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. (ii) Neither the execution and delivery of this Agreement nor the performance by such Stockholder of its obligations hereunder will result in a violation of, or a default under, or conflict with, (A) if such Stockholder is an entity, any provision of its certificate of incorporation, bylaws, partnership agreement, limited liability company agreement or similar organizational documents, (B) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind (other than as may relate to the Pledged Shares but subject to the proviso set forth in (iv) below) to which such Stockholder is a party or bound or to which the Subject Shares are subject, except, in the case of clause (B), as would not prevent, delay or otherwise materially impair such Stockholder's ability to perform its obligations hereunder. Execution, delivery and performance of this Agreement by such Stockholder will not violate, or require any consent, approval or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to such Stockholder or the Subject Shares, except (x) for any reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby or (y) as would not reasonably be expected to prevent, delay or otherwise materially impair such Stockholder's ability to perform its obligations hereunder. (iii) If the Stockholder is married and the Subject Shares of the Stockholder constitute community property or spousal approval is otherwise required for this Agreement to be legal, valid and binding, then, to the extent so required, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such spouse in accordance with its terms, subject to the Enforceability Exceptions. (iv) The Subject Shares and the certificates representing such Subject Shares are held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for (A) any such encumbrances arising hereunder, or (B) any such encumbrances arising pursuant to the pledge of any Subject Shares by such Stockholder to a financial institution or a brokerage firm (the "Pledged Shares"); provided, however, that such Stockholder represents that any such arrangement regarding such Pledged Shares shall not prevent, delay or otherwise materially impair such Stockholder's ability to execute and deliver this Agreement or perform its obligations hereunder and such Stockholder 2 shall use his reasonable efforts to obtain an acknowledgment by the pledgee of the terms of this Agreement and such pledgee's agreement to vote the Pledged Shares (if and to the extent the voting power of the Pledged Shares is being or to be exercised by pledgee) in accordance with Section 2. (v) No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission based upon arrangements made by or on behalf of such Stockholder in connection with its entering into this Agreement. (vi) Such Stockholder understands and acknowledges that 3TEC is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. (b) 3TEC represents and warrants to each Stockholder and PXP that the execution and delivery of this Agreement by 3TEC and the consummation by 3TEC of the transactions contemplated hereby have been duly authorized by all necessary action on the part of 3TEC. (c) PXP represents and warrants to each Stockholder and 3TEC that the execution and delivery of this Agreement by PXP and the consummation by PXP of the transactions contemplated hereby have been duly authorized by all necessary action on the part of PXP. 2. Voting Agreements. During the Term (as defined below) of this Agreement, at any meeting of stockholders of PXP or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought, each Stockholder shall, including by executing a written consent solicitation if requested by 3TEC, vote (or cause to be voted) the Subject Shares: (a) in favor of the Merger, the adoption by PXP of the Merger Agreement and the approval of the terms thereof and each of the other Transactions and (b) against any transaction, agreement, matter or PXP Acquisition Proposal that would impede, interfere with, delay, postpone or attempt to discourage the Merger and the Merger Agreement. 3. Irrevocable Proxy. Each Stockholder hereby appoints 3TEC as its proxy to vote all of such Stockholder's Subject Shares at any meeting of stockholders of PXP (including any adjournments and postponements thereof) on the matters described in Section 2, and to execute and deliver any written consents to fulfill such Stockholder's obligations under this Agreement. This proxy is coupled with an interest and is irrevocable until the end of the Term. 4. Revocation of Other Proxies. To the extent inconsistent with the other provisions of this Agreement or the Merger Agreement, each Stockholder hereby revokes any and all previous proxies with respect to such Stockholder's Subject Shares. 5. Other Covenants. Each Stockholder severally agrees with, and covenants to, 3TEC during the Term of this Agreement as follows: such Stockholder shall not after the date hereof (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to any Transfer of, any Subject Shares or any interest therein, except pursuant to the Merger, (ii) enter into any contract, option or other agreement with respect to any 3 Transfer of any or all of the Subject Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Subject Shares or (iv) deposit the Subject Shares into a voting trust or enter into a voting agreement or voting arrangement with respect to the Subject Shares; provided, that any such Stockholder may Transfer any of the Subject Shares to an affiliate of such Stockholder (provided such affiliates evidences in a writing reasonably satisfactory to the other parties hereto such affiliate's agreement to the terms hereof) or any other Stockholder who is on the date hereof or hereafter becomes a party to this Agreement; provided, further, that the restrictions in this Section 5 shall not be deemed violated by any Transfer of Subject Shares pursuant to a cashless exercise of stock options or warrants; and provided, further, that a pledge of Pledged Shares made in accordance with Section 1(a)(iv) shall not be deemed to be a violation of the restrictions in this Section 5. 6. Certain Events. This Agreement and the obligations hereunder shall attach to each Stockholder's Subject Shares and shall be binding upon any Person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including such Stockholder's heirs, guardians, administrators or successors. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of PXP affecting the Subject Shares or the acquisition of additional shares of Subject Shares or other voting securities of PXP by any Stockholder, the number of Subject Shares listed on Schedule A beside the name of such Stockholder shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional Subject Shares or other voting securities of PXP issued to or acquired by such Stockholder. 7. Stop Transfer. PXP shall not register the transfer of any certificate representing any Subject Shares, unless such transfer is made to 3TEC or otherwise in compliance with this Agreement. 8. Stockholder Capacity. No person executing this Agreement (or an affiliate thereof) who is or becomes during the Term a director of PXP makes any agreement or understanding herein in his or her capacity as such director. Each Stockholder signs solely in his or her capacity as the record and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder's Subject Shares. 9. Further Assurances. Each Stockholder shall, upon request of 3TEC, execute and deliver any additional documents and take such further actions as may reasonably be deemed by 3TEC to be necessary or desirable to carry out the provisions hereof. 10. Termination. This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon (and shall only be effective from the date hereof until) the first to occur of (i) the Effective Time of the Merger, or (ii) the date upon which the Merger Agreement is terminated in accordance with its terms (such period from the date hereof until such termination is referred to herein as the "Term"); provided, however, that (x) Section 12 shall survive any termination of this Agreement and (y) termination of this Agreement pursuant to clause (ii) above shall not relieve any party hereto from liability for any willful and knowing breach hereof prior to such termination. 11. Miscellaneous. 4 (a) All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i) if to 3TEC or PXP, to the appropriate address set forth in Section 11.1 of the Merger Agreement; and (ii) if to a Stockholder, to the appropriate address set forth on Schedule A. (b) Each Party submits to the jurisdiction of any state or federal court sitting in the State of Delaware in any dispute or action arising out of or relating to this Agreement and agrees that all claims in respect of such dispute or action may be heard and determined in any such court. Each Party also agrees not to bring any dispute or action arising out of or relating to this Agreement in any other court. Each Party agrees that a final judgment in any dispute or action so brought will be conclusive and may be enforced by action on the judgment or in any other manner provided at law (common, statutory or other) or in equity. Each Party waives any defense of inconvenient forum to the maintenance of any dispute or action so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto. (c) Each Party appoints RLF Service Corp., One Rodney Square, Wilmington, Delaware 19801 as their agent to receive on their behalf service of copies of the summons and complaint and any other process that might be served in an dispute or action (the "Process Agent"). Any Party may make service on any other Party by sending or delivering a copy of the process (i) to the Party to be served at the address and in the manner provided for the giving of notices in Section 11(a) or (ii) to the Party to be served in care of the Process Agent at the address and in the manner provided for the giving of notices in Section 11(a). (d) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (e) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective as to any Stockholder when one or more counterparts have been signed by each of 3TEC, PXP and such Stockholder and delivered to 3TEC, PXP and such Stockholder. (f) This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and this Agreement is not intended to confer upon any other person (other than 3TEC) any rights or remedies hereunder. (g) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. (h) Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties without the prior written consent of the other parties, except by laws of descent or as expressly provided by Section 5. Any assignment in violation of the foregoing shall be void. 5 (i) As between any Stockholder and 3TEC, each of such parties agrees that irreparable damage to the other, non-breaching party would occur and that such non-breaching party would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the non-breaching party shall be entitled to an injunction or injunctions to prevent breaches by the other party of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which it may be entitled at law or in equity. (j) If any term, provision, covenant or restriction herein, or the application thereof to any circumstance, shall, to any extent, be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions herein and the application thereof to any other circumstances shall remain in full force and effect, shall not in any way be affected, impaired or invalidated, and shall be enforced to the fullest extent permitted by law. (k) No amendment, modification or waiver in respect of this Agreement shall be effective against any party unless it shall be in writing and signed by such party. [SIGNATURE PAGE FOLLOWS] 6 IN WITNESS WHEREOF, 3TEC, PXP, and the Stockholders party hereto have caused this Agreement to be duly executed and delivered as of the date first written above. PLAINS EXPLORATION & PRODUCTION COMPANY By: ------------------------------------------ Name: James C. Flores Title: Chief Executive Officer 3TEC ENERGY CORPORATION By: ------------------------------------------ Name: Floyd C. Wilson Title: Chief Executive Officer STOCKHOLDERS: SABLE MANAGEMENT, L.P. By: Sable Management, LLC, its general partner By: ------------------------------------------ Name: James C. Flores Title: Member --------------------------------------------- James C. Flores ENCAP ENERGY CAPITAL FUND III, L.P. By: ENCAP INVESTMENTS L.L.C., General Partner By: ------------------------------------------ Name: ---------------------------------------- Title: Managing Director [Signature Page to 3TEC Voting Agreement] ENCAP ENERGY FUND III-B, L.P. By: ENCAP INVESTMENTS L.L.C., General Partner By: ------------------------------------------ Name: ---------------------------------------- Title: Managing Director BOCP ENERGY PARTNERS, L.P. By: ENCAP INVESTMENTS L.L.C., Manager By: ------------------------------------------ Name: ---------------------------------------- Title: Managing Director ENERGY CAPITAL INVESTMENT COMPANY PLC By: ------------------------------------------ Name: ---------------------------------------- Title: Authorized Representative [Signature Page to 3TEC Voting Agreement Cont.] SCHEDULE A
Stockholder Name and Address Common Stock Other Securities ---------------------------- ------------ ---------------- EnCap Energy Capital Fund III-B, L.P. 593,864 -0- 1100 Louisiana Street Suite 3150 Houston, TX 77002 Attn: Managing Director EnCap Energy Capital Fund III, L.P. 785,455 -0- 1100 Louisiana Street Suite 3150 Houston, TX 77002 Attn: Managing Director BOCP Energy Partners, L.P. 192,134 -0- 1100 Louisiana Street Suite 3150 Houston, TX 77002 Attn: Managing Director Energy Capital Investment Company, PLC 277,275 -0- c/o EnCap Investments, LLC 1100 Louisiana Street Suite 3150 Houston, TX 77002 Attn: Managing Director Sable Management, L.P. 1,082,000 -0- c/o Plains Exploration & Production Company 500 Dallas Street, Suite 700 Houston, Texas 77002-4804 James C. Flores 100 82,500 Restricted Shares c/o Plains Exploration & Production Company 500 Dallas Street, Suite 700 1,425,000 SARs Houston, Texas 77002-4804 TOTAL 2,930,828
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