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EXHIBIT 4.4
BOIS D'ARC ENERGY, LLC
600 TRAVIS, SUITE 6275
HOUSTON, TEXAS 77002
as of July 21, 2004
Ms. Sally Lynn Blackie
BetsWest Interests, L.P.
5900 Highway 290 East
Brenham, Texas 77833
Re:
Bois d'Arc
Energy, LLC Contribution Agreement
Supplemental Agreement
Dear Ms. Blackie:
Bois d'Arc
Energy, LLC (the "Company") has offered to you and/or your
limited partnership BetsWest Interests,
L.P. ("BetsWest") the opportunity to
contribute the working interest you and/or
BetsWest own in offshore Gulf of
Mexico oil and gas leases to Bois d'Arc
Properties, LP, a wholly owned
subsidiary of the Company, in return for
the issuance of membership units in the
Company. The details and mechanics of this
proposed transaction are set forth in
the Contribution Agreement and Private
Place Memorandum previously delivered to
you. Capitalized terms used herein and not
otherwise defined will have the
meanings assigned to such terms in the
Contribution Agreement.
You and
the Company hereby agree as follows:
1.
(a)
If the Company
determines to register under the Securities
Act shares of common stock of the Company
(as converted to a corporation as
provided in Section 17.6 of the Operating
Agreement) for its own account and
pursuant to an initial public offering, the
Company shall use its reasonable
best efforts to include in such
registration the shares issued to you pursuant
to the conversion, as you request, but not
to exceed 50% of the number of shares
so issued to you on the same terms and
conditions as shares of common stock
offered by the Company for its own account.
You will be required to give the
Company written notice of the number of
shares you so desire to register within
30 days after the date the Company notifies
you of its intent to effect a
registration. If the Company's underwriters
advise the Company that in their
reasonable opinion the number of shares
requested to be included in such
registration exceeds the number which can
be sold in the offering without
adversely affecting the marketability of
the offering, the number of shares to
be included by you will be reduced
accordingly prior to any reductions by the
Company. If any other holder of common
stock has registration rights and such
holder (or holders) has exercised its (or
their) registration rights, the number
of shares to be included by such other
holder (or holders) will be reduced prior
to any reduction in the number of shares to
be included by you. You agree to
execute and deliver all agreements that may
be requested by the Company or the
underwriters that are customary for
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Ms. Sally Lynn Blackie
as of July 21, 2004
Page 2
selling shareholders in a transaction of
this nature. If the Company determines
not proceed with a registration, it shall
be relieved of any further obligation
under this Section 1.
(b) The Company
shall (i) furnish to you such number of copies of
such registration
