FIRST RESERVE CORPORATION
1
FIRST RESERVE CORPORATION
March 4, 1998
EVI, Inc.
0 Xxxx Xxx Xxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Duroc-Xxxxxx
President and Chief Executive Officer
Reference is made to the Agreement and Plan of Merger between
Weatherford Enterra, Inc. ("Weatherford") and EVI, Inc. ("EVI") dated March 4,
1998 (the "Agreement"), which provides for the merger of Weatherford with and
into EVI (the "Merger"). As an inducement to, and in consideration of, XXX's
entering into the Agreement, the undersigned covenants and agrees as follows:
(i) At any meeting of the stockholders of Weatherford at which the
adoption of the Agreement is to be voted upon, the undersigned
will vote any voting securities of Weatherford over which the
undersigned has voting authority in favor of adoption of the
Agreement unless the Board of Directors of Weatherford is
recommending, at the time of such meeting, that the
stockholders of Weatherford vote against such adoption in view
of the pendency of a superior proposal as provided in Section
8.2(b) of the Agreement.
(ii) The undersigned will not directly or indirectly (a) solicit,
initiate or encourage the submission of any takeover proposal
(as defined in the Agreement) with respect to Weatherford, (b)
enter into any agreement with respect to a takeover proposal
with respect to Weatherford or (c) participate in any
discussion or negotiation regarding, or furnish to any person
any information with respect to, the making of any proposal
that constitutes, or may reasonably be expected to lead to,
any takeover proposal with respect to Weatherford; provided
that the foregoing clause (c) shall not prohibit any affiliate
of the undersigned who serves as a director of Weatherford
from acting (subject to Section 8.2 of the Agreement) solely
in his capacity as a director of Weatherford.
(iii) The undersigned will not sell, contract to sell or otherwise
transfer or dispose of any voting securities of Weatherford
over which the undersigned has dispositive power; provided,
however, First Reserve Secured Energy Assets Fund, L.P. may
sell or distribute its voting securities of Weatherford in
connection with the liquidation of such fund as long as the
undersigned provides EVI with evidence satisfactory to EVI
that such sale or distribution would not adversely affect the
Merger from being accounted for as a pooling of interests.
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EVI, Inc.
March 4, 1998
Page 2
(iv) The undersigned agrees that upon consummation of the Merger,
all stockholder agreements with Weatherford, including the
Agreement dated as of June 23, 1995, as amended, among
Xxxxxxxxxxx International Incorporated and American Gas & Oil
Investors, L.P., AMGO II, L.P., AMGO III, L.P., First Reserve
Secured Energy Assets Fund, L.P., First Reserve Fund V, L.P.,
First Reserve Fund V-2, L.P., First Reserve Fund VI, L.P.,
First Reserve Corporation, Xxxxxxx X. Xxxxxxxx and Xxxx X.
Xxxx, shall be terminated and the undersigned shall have no
further rights thereunder.
(v) The undersigned agree to sign the affiliate letter in the form
attached hereto.
Very truly yours,
FIRST RESERVE CORPORATION
By:
---------------------------------------
Xxxxxxx X. Xxxxxxxx
President and
Chief Executive Officer
FIRST RESERVE FUNDS:
AMERICAN GAS & OIL INVESTORS, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
President and Chief
Executive Officer
First Reserve Corporation
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EVI, Inc.
March 4, 1998
Page 3
AMGO II, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
President and Chief
Executive Officer
First Reserve Corporation
FIRST RESERVE SECURED ENERGY
ASSETS FUND, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
President and Chief
Executive Officer
First Reserve Corporation
FIRST RESERVE FUND V, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
President and Chief
Executive Officer
First Reserve Corporation
FIRST RESERVE FUND V-2, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
President and Chief
Executive Officer
First Reserve Corporation
4
EVI, Inc.
March 4, 1998
Page 4
FIRST RESERVE FUND VI, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
President and Chief
Executive Officer
First Reserve Corporation
------------------------------------------
Xxxxxxx X. Xxxxxxxx
------------------------------------------
Xxxx X. Xxxx
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EVI, Inc.
March 4, 1998
Page 5
AGREED AND CONFIRMED:
EVI, INC.
By:
----------------------------------------
Xxxxxxx X. Duroc-Xxxxxx
President and Chief
Executive Officer
