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Exhibit 10.4
FIRST AMENDMENT TO
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT (this "Amendment") is made as of May 30, 1997 by and among
Bayard Drilling Technologies, Inc., a Delaware corporation (the "Company"),
Anadarko Drilling Company, an Oklahoma general partnership ("Anadarko"), X.X.
Xxxxxx Drilling, Inc., an Oklahoma corporation ("Xxxxxx Drilling"), Xxxx Xxxxxx
Energy Equipment Resource, Inc., a Texas corporation ("Xxxxxx Energy"), Grupo
de Hercules, Ltd., a Texas limited partnership ("Grupo"), Xxxxxx-Xxxxxx
Partnership, Ltd., a Texas limited partnership ("M- O Partnership" and,
together with Xxxxxx Drilling, Xxxxxx Energy and Grupo, the "Xxxxxx
Companies"), Energy Spectrum Partners LP, a Delaware limited partnership
("Energy Spectrum"), and Chesapeake Energy Corporation, an Oklahoma corporation
("Chesapeake") (collectively, the "Investors"), and amends that certain Amended
and Restated Registration Rights Agreement made as of April 30, 1997 (the
"Original Agreement"), by and among the Company and each of the Investors.
Capitalized terms used herein but not defined herein have the meanings assigned
to them in the Original Agreement.
WITNESSETH
WHEREAS, in the Original Agreement the Company has granted the
Investors certain registration rights with respect to Registrable Securities
owned by them; and
WHEREAS, pursuant to that certain Unit Purchase Agreement,
dated as of May 30, 1997 (the "Unit Purchase Agreement"), by and among Xxxx
Drilling Company, Inc., an Oklahoma Corporation ("Xxxx Drilling"), as seller,
Mr. L.O. Xxxx ("L.O. Xxxx"), an individual, as an indemnitor, and the Company,
as buyer, the Company has agreed to purchase all of the outstanding common
units of WD Equipment, LLC (the "WD LLC") for certain consideration which
includes 200,000 shares of Common Stock and warrants to purchase up to an
additional 100,000 shares of Common Stock at an initial exercise price of
$20.00 per share (the "Xxxx Warrants"), upon which Xxxx Drilling shall become a
stockholder of the Company; and
WHEREAS, the Company and the Investors desire to enter into
this Amendment to amend the Original Agreement effective as of the closing of
the acquisition of the WD LLC pursuant to the Unit Purchase Agreement (the
"Amendment Effective Time") in order to provide Xxxx Drilling with certain
registration rights with respect to the Common Stock to be acquired thereunder,
as well as the shares issuable upon exercise of the Xxxx Warrants;
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, the mutual benefits to be
gained by the performance thereof and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged and accepted, the
Company and the Stockholders agree as follows:
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1. AMENDMENTS TO SECTION 1. Section 1 of the Original
Agreement is amended to include the following new definition:
"Investors" means Anadarko, Xxxxxx Drilling, Xxxxxx
Energy, Grupo, M-O Partnership, Energy Spectrum, Chesapeake,
Xxxx Drilling and each other Person to which the Company may
grant registration rights hereunder pursuant to action taken
by the Board of Directors of the Company, provided each such
additional Person granted rights hereunder executes an
agreement acceptable to the Company agreeing to be bound by
the terms of this Agreement.
2. APPROVAL AND EFFECTIVENESS. The signatures of each of the
parties below shall constitute the approval of each such party for all
purposes to the form, terms and provisions of this Amendment to the
Original Agreement. This Amendment shall become effective at the
Amendment Effective Time.
3. GOVERNING LAW. The validity, meaning and effect of
this Agreement shall be determined in accordance with the laws of the
State of Delaware applicable to contracts made and to be performed in
that state.
4. NO FURTHER AMENDMENT; COUNTERPARTS. Except as
amended hereby, the Original Agreement shall remain in full force and
effect. This Amendment may be executed in separate counterparts, each
of which shall be an original and all of which taken together shall
constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Stockholders and Voting Agreement on the day and year first above written.
THE COMPANY:
BAYARD DRILLING TECHNOLOGIES, INC.
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
President
INVESTORS:
ANADARKO DRILLING COMPANY
By: AnSon Partners Limited Partnership, a General
Partner
By:/s/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
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Title:
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ENERGY SPECTRUM PARTNERS LP
By: Energy Spectrum Capital LP, its General Partner
By: Energy Spectrum LLC, its General Partner
By:/s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
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Title:
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CHESAPEAKE ENERGY CORPORATION
By:/s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. XxXxxxxxx
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Title: CEO
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X.X. XXXXXX DRILLING, INC.
By:/s/ XXX X. XXXXXX
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Name: Xxx X. Xxxxxx
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Title: President
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XXXX XXXXXX ENERGY EQUIPMENT
RESOURCE, INC.
By:/s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
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Title: President
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GRUPO DE HERCULES, LTD.
By: Xxxxxx-Xxxxxx Rig Investments Group, Inc.
General Partner
By:/s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
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Title: President
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XXXXXX-XXXXXX PARTNERSHIP, LTD.
By: Xxxxxx-Xxxxxx Rig Investments Group, Inc.
General Partner
By:/s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
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Title: President
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