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EXHIBIT 2
VOTING AGREEMENT
THIS AGREEMENT is made as of March 31, 1998, by and among Xx X.
Xxxxxxxxx and Xxxxxxxxx Enterprises, Inc., a Louisiana corporation (who are
collectively referred to herein as the "Shareholders" and individually as a
"Shareholder"), and Pool Energy Services Co., a Texas corporation (the
"Company").
The Shareholders will acquire shares of the Company's Common Stock, no
par value per share ("Common Stock"), pursuant to a Stock Purchase Agreement
among the Shareholders, Sea Mar, Inc., Pool Company, and the Company dated of
even date herewith (the "Purchase Agreement").
The Company and the Shareholders desire to enter into this Agreement
for the purposes of evidencing the Shareholders' agreement to vote certain of
their shares of Common Stock as directed by the Company's Board of Directors
(the "Board"). The execution and delivery of this Agreement is a condition to
the Company's obligation to issue the Common Stock to the Shareholders pursuant
to the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
1. Voting of Shares. The total shares subject hereto are
769,231. From and after the Closing (as defined in the Purchase Agreement) and
until the second anniversary of the Closing, each Shareholder shall vote all
shares of Common Stock owned by him (subject to the Escrow Agreement of even
date herewith executed pursuant to the Purchase Agreement) (the "Shareholder
Shares") and shall take all other reasonably necessary or desirable actions
within his or her control (whether in his or her capacity as a stockholder,
director, member of a board committee or officer of the Company or otherwise,
and including without limitation attendance at meetings by proxy for purposes
of obtaining a quorum and execution of written consents in lieu of meetings),
and the Company shall take all necessary or desirable actions within its
control (including without limitation calling special Board and stockholder
meetings), so that the Shareholder Shares are voted as directed by the Board.
2. Irrevocable Proxy; Conflicting Agreements.
a. In order to secure each Shareholder's obligation to
vote his or her Shareholder Shares in accordance with the provisions
of paragraph 1, each Shareholder hereby appoints X. X. Jonebloed and
X. X. Xxxxxxxx, or either of them, as his true and lawful proxy and
attorney-in-fact, with full power of substitution, to vote all of his
Shareholder Shares as provided for in paragraph 1. X. X. Jonebloed
and X. X. Xxxxxxxx, or either of them, may exercise the irrevocable
proxy granted to them hereunder at any time any Shareholder fails to
comply with the provisions of this Agreement. The proxies and powers
granted by each Shareholder pursuant to this paragraph 2 are coupled
with an interest and are given to secure
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the performance of the Shareholder's obligations to the Company under
this Agreement. Such proxies and powers will be irrevocable for the
term of this Agreement and will survive the death, incompetency and
disability of such Shareholder.
(b) Each Shareholder represents that he has not granted
and is not a party to any proxy, voting trust or other agreement which
is inconsistent with or conflicts with the provisions of this
Agreement, and no holder of Shareholder Shares shall grant any proxy
or become party to any voting trust or other agreement which is
inconsistent with or conflicts with the provisions of this Agreement.
3. Legend. Each certificate evidencing Shareholder Shares and
each certificate issued in exchange for or upon the transfer of any Shareholder
Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form:
"The securities represented by this certificate are subject to a
Voting Agreement dated as of March 31, 1998, among the issuer of such
securities (the "Company") and certain of the Company's stockholders.
A copy of such Agreement will be furnished without charge by the
Company to the holder hereof upon written request."
The legend set forth above shall be removed from the certificates evidencing
any Shareholder Shares at the request of the Shareholder at any time after the
earlier to occur of (i) the second anniversary of the Closing, or (ii) their
sale to a third party in compliance with all applicable laws.
4. Amendment and Waiver. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement shall be
effective against the Company or the Shareholders unless such modification,
amendment or waiver is approved in writing by the Company and the Shareholders
so affected. The failure of any party to enforce any of the provisions of this
Agreement shall in no way be construed as a waiver of such provisions and shall
not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
5. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.
6. Entire Agreement. Except as otherwise expressly set forth
herein, this document embodies the complete agreement and understanding among
the parties hereto with respect to the
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subject matter hereof and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.
7. Successors and Assigns. Except as otherwise provided herein,
this Agreement shall bind and inure to the benefit of and be enforceable by the
Company and its successors and assigns and the Shareholders and any subsequent
holders of Shareholder Shares and the respective successors and assigns of each
of them, so long as they hold Shareholder Shares. Notwithstanding the
foregoing, however, (i) this Agreement does not apply to any shares not placed
in the Escrow Fund pursuant to the Purchase Agreement and (ii) in the event of
any sale of the Shareholder Shares subject to this Agreement, to a third party,
all restrictions, limitation and conditions of this Agreement or to the
Shareholders Shares sold shall be released, null and void.
8. Counterparts. This Agreement 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.
9. Remedies. The parties shall be entitled to enforce their
rights under this Agreement specifically to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights
existing in their favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that the parties may apply to the arbitrators described in
paragraph 11 below for specific performance and/or injunctive relief (without
posting a bond or other security) in order to enforce or prevent any violation
of the provisions of this Agreement.
10. Notices. Any notice provided for in this Agreement shall be
in writing and shall be personally delivered, or mailed first class mail
(postage prepaid) or sent by reputable overnight courier service (charges
prepaid) to the Company and the Shareholders at the addresses set forth below
and to any subsequent holder of Shareholder Shares subject to this Agreement at
such address as indicated by the Company's records, or at such address or to
the attention of such other person as the recipient party has specified by
prior written notice to the sending party. Notices will be deemed to have been
given hereunder when delivered personally, three days after deposit in the U.S.
mail and one day after deposit with a reputable overnight courier service, as
follows;
If to Shareholders:
Xx X. Xxxxxxxxx
0000 Xxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
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With a copy to:
Xxxx X. Xxxxxx III
Xxxxxx, Xxxx & XxXxxxx, L.L.P.
000 Xx. Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxx 00000
If to Company:
Pool Company
00000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Senior Vice President, Finance
11. Governing Law; Arbitration. All questions concerning the
construction, validity and interpretation of this Agreement shall be governed
by the internal law, and not the law of conflicts, of the State of Texas. In
the event of any dispute, difference or question ("Dispute") between the
Company and the Shareholders ("Disputing Parties"), which cannot be otherwise
resolved by the Disputing Parties themselves, the Dispute will be settled under
Section 9.12 of the Purchase Agreement.
12. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of
this Agreement.
13. Gender. Whenever required by the context hereof, the
masculine or neuter gender shall include any of the masculine, feminine or
neuter genders.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
POOL ENERGY SERVICES CO.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Goup Vice President - U.S. Operations
/s/ XX X. XXXXXXXXX
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XX X. XXXXXXXXX
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