AMENDMENT NO. 1 TO STOCK PURCHASE AND SALE AGREEMENT
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EXHIBIT 2.2
AMENDMENT NO. 1 TO
STOCK PURCHASE AND SALE AGREEMENT
This First Amendment to Stock Purchase and Sale Agreement Among Xxxxxx
Petroleum Services Corp., a Delaware corporation (the "Buyer"), Air Drilling
International, Inc., a Delaware corporation (the "Company"), the shareholders
of the Company and the Preferred Shareholders of Air Drilling Services, Inc., a
Wyoming corporation ("ADS") (collectively such shareholders and preferred
shareholders, the "Shareholders") is executed effective this 30th day of May,
1997.
W I T N E S S E T H:
WHEREAS, the Buyer, the Company and the Shareholders executed that
certain Stock Purchase and Sale Agreement dated May 8, 1997 (the "Agreement");
WHEREAS, pursuant to Section 8.1 of the Agreement either the Buyer or
the Shareholders may terminate the Agreement if the Closing has not occurred on
or before May 31, 1997; and
WHEREAS, the Buyer, the Company and the Shareholders wish to amend
Section 8.1 of the Agreement;
NOW, THEREFORE, in consideration of the premises, representations and
warranties and the mutual covenants and agreements contained therein and other
good, valuable and sufficient consideration, the receipt and sufficiency of
which are hereby acknowledged, each of the parties hereto, intending to be
legally bound, hereby agrees as follows:
1. Section 1.1(c) of the Agreement is hereby amended and restated
in its entirety as follows:
"(c) In the event the amount of the Closing Date Retired
Debt (as defined in Section 5.1(c) hereof) as of the Closing Date less
one-half of all dividends on the Preferred Stock that have been paid
as PIK dividends or are accrued and unpaid as of the Closing Date less
one-half of the accrued and unpaid interest as of the Closing Date on
the debt listed on Schedule 1.1(c) (the "Management Debt") less all
amounts set forth on Schedule 4.3(xi) or other expenditures for
capital expenditures approved by Buyer in writing prior to the Closing
Date is less than $18,200,000, the Cash Consideration shall be
increased by an amount equal to the difference between such amounts,
which difference shall be distributed to the Shareholders in
accordance with the percentages set forth on Schedule 1.1(a).
Similarly, in the event the Closing Date Retired Debt on the Closing
Date less one-half of all dividends on the Preferred Stock that have
been paid as PIK dividends or are accrued and unpaid as of the Closing
Date less one-half of the accrued and unpaid interest as of the
Closing Date on the Management Debt less all amounts set forth on
Schedule 4.3(xi) or other expenditures for capital expenditures
approved by Buyer in writing prior to the Closing Date exceeds
$18,200,000, the Cash Consideration shall be reduced by an amount
equal to the difference between such amounts and shall be deducted
from the amounts paid to the Shareholders in accordance with the
percentages set forth on Schedule 1.1(a)."
2. Section 8.1(vii) of the Agreement is hereby amended and
restated in its entirety to read as follows:
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"(vii) by either Buyer or the Shareholders, if the Closing has
not occurred (other than through the failure of any party seeking to
terminate this Agreement to comply fully with its obligations under
this Agreement) on the date (the "Drop Dead Date") that is on or
before the later of (i) June 20, 1997 or (ii) 3 business days
following termination of any required approvals or termination waiting
period under the Act, but only so long as Buyer has used its best
efforts to obtain such approval or termination of waiting period as
soon as is reasonably practicable, or (iii) such later date as the
parties may agree upon in writing."
3. Section 8.2 of the Agreement is hereby amended and restated in
its entirety to read as follows:
"8.2 Effect of Termination. Termination of this Agreement
pursuant to this Article VIII shall terminate all obligations of the
parties hereto except for the obligations to pay expenses under
Sections 4.7, and the obligations under 5.1, 5.3, 10.1, 10.2, 10.3,
10.6, and 10.10, which shall survive such termination; provided,
however, that termination pursuant to Section 8.1 (other than clause
(v) thereof) shall not relieve the defaulting or breaching party
hereunder from any liability to the other party hereto resulting from
the default or breach hereunder of such defaulting or breaching party
occurring prior to the date of termination; provided that, if Buyer
has not removed the condition in Section 6.11 by delivering notice at
least two business days prior to the Drop Dead Date of such removal to
each of Xxxxxx Xxxxxxxx, Xxxxx Xxxxxx and Wind River, which shall be
deemed notice to all Shareholders, the Buyer shall have no right to
claim a breach or default by any Shareholder."
(Signatures begin on next page)
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
"BUYER" XXXXXX PETROLEUM SERVICES CORP.
By: /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx
President and Chief Executive
Officer
"COMPANY" AIR DRILLING INTERNATIONAL, INC.
By: /s/ XXXXXX X. XXXX, III
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Name: Xxxxxx X. Xxxx, III
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Title: Vice President
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"SHAREHOLDERS"
/s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx
XXXXX XXXXXX XXXX REVOCABLE TRUST
By: *
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Name:
--------------------------
Title:
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/s/ XXXXX X. RAMSAY
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Xxxxx X. Xxxxxx
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**
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Xxxxxx Xxxxxxxxx
*
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Xxxx Xxxxxx
*
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Xxx Xxxxx
*
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Xxxxxxx Xxxxxxxxx
**
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Xxxxxx Xxx
**
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Xxxxxxx Xxxx
**
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Xxxxxxxx Xxxxx
**
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Xxxxxx Xxxxxxxx
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*
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Xxxxx Xxxxxxxxx
*
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Xxxx Xxxxx xx Xxxx
*
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Xxxxxxx Xxxx
*
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Xxxxx Xxxx
*
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X. X. Xxxx
MALHOTRA ENTERPRISES LTD.
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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WIND RIVER ASSOCIATES, L.L.C.
By: /s/ XXXXXX X. XXXX, III
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Name: Xxxxxx X. Xxxx, III
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Title: Member Manager
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BANC ONE CAPITAL PARTNERS L.P.
By: BOCP Corporation
General Partner
By: /s/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. Xxxxxxxxx,
Authorized Signer
FIRST COMMERCE CAPITAL, INC.
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx,
Senior Vice President
*By: /s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx
Attorney-in-Fact
Pursuant to Power of Attorney
**By: /s/ XXXXX X. RAMSAY
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Xxxxx X. Xxxxxx
Attorney-in-Fact
Pursuant to Power of Attorney
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