EXHIBIT 2
AGREEMENT TO SHARE EXPENSES
THIS AGREEMENT TO SHARE EXPENSES (this "Agreement"), dated as of April 27,
2000, is entered into by the parties listed on the signature pages hereof, each
of whom may be referred to severally as a "Shareholder" and jointly as the
"Shareholders."
W I T N E S S E T H:
WHEREAS, the Shareholders collectively own in excess of 30% of the Equity
Securities (as defined in that certain Shareholders' Agreement dated April 27,
2000, referred to herein as the "Shareholders' Agreement") of OEC Compression
Corporation, an Oklahoma corporation (the "Company");
WHEREAS, the parties, in order to promote their mutual interests and
benefits have granted to ▇▇▇▇▇ under the Shareholders' Agreement certain voting
rights and powers with respect to the Equity Securities of such Shareholder or
by any other Shareholder Affiliate (the "Shareholder Shares");
WHEREAS, the Shareholders desire to share the expenses related to the
nomination and election of new directors of the Company; and
WHEREAS, each Shareholder understands that ▇▇▇▇▇ and each Other
Shareholder is relying upon the entry into and performance of his or its
agreements set forth below, agrees that they may so rely, and further agrees
that ▇▇▇▇▇ and such Other Shareholders would not enter into this Agreement in
the absence of the entry into and performance of such agreements by each
Shareholder:
NOW, THEREFORE, for and in consideration of the agreements below and the
consideration recited above, and in reliance upon the matters described in the
recitals above (which are incorporated in the agreements below), the parties
hereto, intending to be legally bound, agree as follows:
1. As used in this Agreement, the term "Expenses" means the legal costs
(including those that are and will be owed to Mayor, Day, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇,
L.L.P. and other counsel, including Oklahoma counsel), accounting costs,
printing costs, filing fees, and other costs and fees reasonably incurred in
connection with the formation of the Shareholder Preservation Committee, the
nomination of directors, the solicitation of proxies in favor of the
Shareholders' nominees for directors of the Board of Directors of the Company,
and the exercise of the Shareholders' rights to elect new directors to the
Company's Board.
2. Each Shareholder agrees to pay his or its pro rata portion of the
Expenses, computed by calculating the product of the Expenses and a fraction,
the numerator of which shall be the number of shares of Equity Securities held
by that particular Shareholder and the denominator of which shall be the number
of total Shareholder Shares (the Shareholder's "Pro Rata Share").
3. ▇▇▇▇▇▇ ▇▇▇▇▇ will receive and accumulate the invoices for all Expenses
as they are incurred and submit such invoices to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for review and
approval. On a periodic basis in accordance with his discretion (but no more
frequently than monthly) after receipt of approval from ▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ will
send an invoice to each Shareholder for that Shareholder's Pro Rata Share of the
Expenses incurred and invoiced to that date, excluding those Expenses that have
appeared in previous invoices sent to Shareholders. ▇▇▇▇▇ shall include in each
invoice an accounting and a substantiation of the Expenses appearing in the
invoice. Upon receipt of an invoice from ▇▇▇▇▇, each Shareholder shall pay ▇▇▇▇▇
the amount invoiced within thirty (30) days.
4. In the event that any party hereto shall find it necessary to resort to
litigation to enforce its rights hereunder, the parties hereto agree that the
party prevailing in such litigation shall also be entitled to recover its
reasonable expenses actually incurred in connection therewith, including
reasonable attorneys' fees.
5. The Agreement may be modified or amended by written instrument executed
by at least a two-thirds majority of the signatories hereto.
6. All provisions of this Agreement shall be construed according to the
laws of the State of Oklahoma without regard to its conflict of laws principles.
7. This agreement may be executed in counterparts, each of which shall be
deemed an original for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Address: ________________________________
________________________________
________ Shares of Common Stock
Date: ___________________________________
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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_________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
Address: ________________________________
________________________________
________ Shares of Common Stock
Date: ___________________________________
_________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
Address: ________________________________
________________________________
________ Shares of Common Stock
Date: ___________________________________
▇▇▇▇▇▇▇ & ▇▇▇▇, Inc.
Address: ________________________________
________________________________
________ Shares of Common Stock
By: _____________________________________
Name: ___________________________________
Title: __________________________________
Date: ___________________________________
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