EXHIBIT 2.1
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
UNITED WELLHEAD SERVICES, INC.,
THE STOCKHOLDERS OF UNITED WELLHEAD SERVICES, INC.,
THE STOCKHOLDERS OF FLARE KING, INC.
AND
THE EQUITYHOLDERS OF HI-TECH COMPRESSOR
COMPANY, L.C.
AS OF DECEMBER 22, 1997
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (the
"First Amendment"), dated as of December 22, 1997 is by and among United
Wellhead Services, Inc., a Texas corporation (the "Company"), the stockholders
("Company Stockholders") of the Company, the stockholders ("FK Stockholders") of
Flare King, Inc., a Texas corporation ("Flare King"), and the equityholders ("HT
Equityholders") of Hi-Tech Compressor Company, L.C., a Texas limited liability
company ("Hi-Tech"), as identified on the signature pages hereto.
W I T N E S S E T H:
WHEREAS, the Company, the Company Stockholders, the FK Stockholders and
the HT Equityholders entered into an Agreement and Plan of Reorganization as of
October 14, 1997 (the "Original Agreement") pursuant to which it is their intent
to effect a rollup of the three entities and initially capitalized terms used
herein and not defined shall have the meanings ascribed thereto in the Original
Agreement;
WHEREAS, based on economic performance of the parties for 1997, the
parties have agreed to modify the allocation to the parties of Parent Common
Stock as set forth herein;
NOW, THEREFORE, in consideration of the mutual premises, covenants and
agreements set forth herein and in reliance upon the representations and
warranties contained herein, the parties hereto covenant and agree as follows:
1. The first sentence of Section 1.3 of the Original Agreement is hereby amended
to read in its entirety as follows:
As set forth in detail on Schedule 1, as consideration for the Company
Contribution to the Parent, the Company Stockholders, the FK
Stockholders and the HT Equityholders (collectively, the "Founders")
shall cause the Parent to issue to each Company Stockholder (other than
Hi-Tech) 5.068638 shares of common stock of the Parent, $.01 par value
per share (the "Parent Common Stock"), for each share of Company common
stock held by such Company Stockholder as of 12:01 a.m. on the Funding
and Consummation Date (as hereinafter defined).
2. The first sentence of Section 1.4 of the Original Agreement is
hereby amended to read in its entirety as follows:
As set forth in detail on Schedule 1, as consideration for the Flare
King Contribution to the Parent, the Founders shall cause the Parent to
issue to (i) Diamente Investments, L.P. ("Diamente"), as an FK
Stockholder, 214,204 shares of Parent Common Stock in exchange for the
79,592 shares of common stock of Flare King held by Diamente as of
12:01 a.m. on the Funding and Consummation Date and (ii)
Xxxxxxx Xxxx Sellers ("Xxx. Xxxxxxx"), 90,112 shares of Parent Common
Stock in exchange for the 31,863 shares of common stock of Flare King
held by Xxx. Xxxxxxx as of 12:01 a.m. on the Funding and Consummation
Date.
3. The first sentence of Section 1.5 of the Original Agreement is
hereby amended to read in its entirety as follows:
As set forth in detail on Schedule 1, as consideration for the Hi-Tech
Contribution to the Parent, the Founders shall cause the Parent to
issue to each HT Equityholder (other than Flare King) 3,105.18 shares
of Parent Common Stock for each percent of membership interest of
Hi-Tech held by such HT Equityholder as of 12:01 a.m. on the Funding
and Consummation Date.
4. Schedule 1 to the Original Agreement is deleted in its entirety and
replaced with Schedule 1 to this First Amendment.
5. As contemplated in Section 17.11 of the Original Agreement, Xxxxxxx
X. Xxxxxxxx transferred his interest in the Company and Flare King to Diamente
Investments, L.P. which is hereby substituted in lieu of Xxxxxxx X. Xxxxxxxx as
a party to the Original Agreement and the First Amendment for all purposes.
6. Except as set forth above, all of the terms and provisions of the
Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of December 22, 1997.
COMPANY:
UNITED WELLHEAD SERVICES, INC.:
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx, President
THE COMPANY STOCKHOLDERS:
/s/ Xxxxx X. Xxxxxx
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/s/ Xxxxxx X. Xxxxxx
DIAMENTE INVESTMENTS, L.P.
By: /s/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx
General Partner
/s/ Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
/s/ J. Xxxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxx
/s/ Xxxx X. Xxxxxxx
/s/ Xxxxx Xxxxxxxx
3
/s/ Xxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxx
/s/ Xxxx X. Wait
/s/ HI-TECH COMPRESSOR COMPANY, L.C.:
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx, President
THE FK STOCKHOLDERS:
DIAMENTE INVESTMENTS, L.P.
By: /s/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx
General Partner
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/s/ Xxxxxxx Xxxx Sellers
THE HT EQUITYHOLDERS:
FLARE KING, INC.:
By: /s/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx, Xx., President
/s/ Xxxxxxx X. Xxxxx
CAV-RDV, LTD.:
By: General Partner
Executed by United Oilfield Services, Inc. for purposes of
acknowledging its rights hereunder and of agreeing to carry out each action
required of it as contemplated hereunder.
UNITED OILFIELD SERVICES, INC.
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
President
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STATE OF ss.
ss.
COUNTY OF ss.
On this the _____ day of _______________, 1997, before me, the
undersigned officer, personally appeared Xxxxx X. Xxxxxx, who acknowledged
himself to be the President of United Wellhead Services, Inc., a corporation,
and that he, as such officer being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by himself as President.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
STATE OF ss.
ss.
COUNTY OF ss.
On this the _____ day of _______________, 1997, before me, the
undersigned officer, personally appeared Xxxxx X. Xxxxxx, known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
instrument and acknowledged that he executed the same for the purposes therein
contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
6
STATE OF TEXAS ss.
ss.
COUNTY OF NEUCES ss.
On this the 5 day of January, 1997, before me, the undersigned officer,
personally appeared Xxxxxx X. Xxxxxx, known to me (or satisfactorily proven) to
be the person whose name is subscribed to the within instrument and acknowledged
that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
/s/ XXXXX XXXXXXXXXX
Notary Public
STATE OF TEXAS ss.
ss.
COUNTY OF MIDLAND ss.
On this the 31 day of December, 1997, before me, the undersigned
officer, personally appeared Xxxxxxx X. Xxxxxxxx, who acknowledged himself to be
a General Partner of Diamente Investments, L.P., a limited partnership, and that
he, as such General Partner being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
limited partnership by himself as the General Partner.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/ XXXXX XXXXXX
7
STATE OF PENNSYLVANIA ss.
ss.
COUNTY OF BUCKS ss.
On this the 31 day of December, 1997, before me, the undersigned
officer, personally appeared Xxxxxxx X. Xxxxxxx, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/XXXXX X. XXXXXX
STATE OF TEXAS ss.
ss.
COUNTY OF KLEBERG ss.
On this the 31 day of December, 1997, before me, the undersigned
officer, personally appeared Xxxxxxx X. Xxxxxx, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/ XXXX X. XXXXX
8
STATE OF ss.
ss.
COUNTY OF ss.
On this the _____ day of _______________, 1997, before me, the
undersigned officer, personally appeared J. Xxxxxxx Xxxxxxxx, known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
instrument and acknowledged that he executed the same for the purposes therein
contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
STATE OF VERMONT ss.
ss.
COUNTY OF XXXXXXXXXX xx.
On this the 2nd day of January, 1997, before me, the undersigned
officer, personally appeared Xxxxxx Xxxxxxx, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/ XXXXXXXXX X. XXXX
0
XXXXX XX XXXXX ss.
ss.
COUNTY OF NUECES ss.
On this the 31 day of December, 1997, before me, the undersigned
officer, personally appeared Xxxx X. Xxxxxxx, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/ XXXX X. XXXXXXXXX
STATE OF TEXAS ss.
ss.
COUNTY OF NUECES ss.
On this the 31 day of December, 1997, before me, the undersigned
officer, personally appeared Xxxxx Xxxxxxxx, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/XXXXX X. XXXX
10
STATE OF TEXAS ss.
ss.
COUNTY OF XXXXXX xx.
On this the 31 day of December, 1997, before me, the undersigned
officer, personally appeared Xxxx X. Xxxxxxx, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/ XXXXXX XXXXXX
STATE OF TEXAS ss.
ss.
COUNTY OF FORT BEND ss.
On this the 31 day of December, 1997, before me, the undersigned
officer, personally appeared Xxxxx X. Xxxxxxx, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/ XXXXXX XXXXX
11
STATE OF TEXAS ss.
ss.
COUNTY OF MIDLAND ss.
On this the 31 day of December, 1997, before me, the undersigned
officer, personally appeared Xxxxxx X. Xxxxx, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/ XXXX XXXXX
STATE OF TEXAS ss.
ss.
COUNTY OF NUECES ss.
On this the 31 day of December, 1997, before me, the
undersigned officer, personally appeared Xxxx X. Wait, known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
instrument and acknowledged that he executed the same for the purposes therein
contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/ XXXXXXX XXXXX
00
XXXXX XX XXXXX ss.
ss.
COUNTY OF MIDLAND ss.
On this the 2 day of January, 1997, before me, the
undersigned officer, personally appeared Xxxxx X. Xxxxxx, who acknowledged
himself to be the President of Hi-Tech Compressor Company, L.C., a limited
liability company, and that he, as such officer being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the company by himself as President.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/ XXXXX X. XXXXXX
STATE OF PENNSYLVANIA ss.
ss.
COUNTY OF BUCKS ss.
On this the 31 day of December, 1997, before me, the
undersigned officer, personally appeared Xxxxxxx Xxxx Sellers, known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
instrument and acknowledged that she executed the same for the purposes therein
contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/ XXXXX X. XXXXXX
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STATE OF TEXAS ss.
ss.
COUNTY OF MIDLAND ss.
On this the 31 day of December, 1997, before me, the
undersigned officer, personally appeared Xxxxxxx X. Xxxxx, Xx., who acknowledged
himself to be the President of Flare King, Inc., a corporation, and that he, as
such officer being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
himself as President.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/ XXXXX XXXXXX
STATE OF TEXAS ss.
ss.
COUNTY OF MIDLAND ss.
On this the 31 day of December, 1997, before me, the
undersigned officer, personally appeared Xxxxxxx X. Xxxxx, known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
instrument and acknowledged that he executed the same for the purposes therein
contained.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/ XXXXXXX XXXXXXXXX
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STATE OF TEXAS ss.
ss.
COUNTY OF MIDLAND ss.
On this the 2 day of January, 1997, before me, the
undersigned officer, personally appeared Xxxx Xxxxxxxx, who
acknowledged himself to be the General Partner of CAV-RDV, Ltd., a limited
partnership, and that he, as such General Partner being authorized so to
do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the limited partnership by himself as General Partner.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
/s/ XXXXX X. XXXXXX
STATE OF ss.
ss.
COUNTY OF ss.
On this the _____ day of _______________, 1997, before me, the
undersigned officer, personally appeared Xxxxx X. Xxxxxx, who acknowledged
himself to be the President of United Oilfield Services, Inc., a corporation,
and that he, as such officer being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by himself as President.
IN WITNESS WHEREOF I hereby set my hand and official seal.
Notary Public
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