AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is
made as of October 10, 1997, by and between Black Warrior Wireline Corp., a
Delaware corporation (the "Company"), and St. Xxxxx Capital Partners, L.P., a
Delaware limited partnership (the "Purchaser").
WHEREAS, on June 5, 1997, the Company and the Purchaser entered into a
Registration Rights Agreement (the "Original Registration Rights Agreement"),
pursuant to which the Company granted the Purchaser certain registration rights
in respect of the Shares (as such term is defined in the Original Registration
Rights Agreement);
WHEREAS, on June 5, 1997, the Purchaser acquired from the Company a
Convertible Promissory Note (the "Original Convertible Note") in the original
principal amount of $2,000,000, which is convertible into the number of shares
as set forth in the Original Convertible Note (the "Original Convertible Note
Shares") of the Company's common stock, par value $.0005 per share (the "Common
Stock");
WHEREAS, on June 5, 1997, the Company issued Warrants to Purchase Common
Stock of the Company (the "Original Warrants") to Purchaser in respect of an
aggregate of 666,000 shares of Common Stock (the "Original Warrant Shares");
WHEREAS, pursuant to the terms of the Agreement for Purchase and Sale dated
as of the date hereof between the Company and the Purchaser, the Purchaser has
agreed to purchase a 7% Convertible Promissory Note from the Company to
Purchaser dated as of the date hereof, in the original principal amount of
$2,900,000 (the "New Note"), which is convertible into shares of the Common
Stock (the "New Note Shares");
WHEREAS, as of the date hereof, the Purchaser issued Warrants (the "New
Warrants") to the Purchaser, which may be exercised to purchase shares of the
Common Stock, at $4.6327 per share, subject to adjustment (the "New Warrant
Shares");
WHEREAS, the Company wishes to grant the Purchaser certain registration
rights in respect of the Original Convertible Note Shares, the New Warrant
Shares and the New Note Shares, as set forth herein;
WHEREAS, the Company wishes to amend the Original Registration Rights
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:
1. Each reference in the body of the Original Registration Rights Agreement
to the Shares shall hereafter refer to, collectively, the Original Warrant
Shares, the Original Convertible Note Shares, the New Note Shares and the New
Warrant Shares.
2. Each reference in the body of the Original Registration Rights Agreement
to Warrants shall hereafter refer to, collectively, the Original Warrants and
the New Warrants.
3. Section 1.3 of the Original Registration Rights Agreement shall be
revised to read in its entirety as follows:
"1.3 "Registrable Securities" shall mean (i) the Shares; and (ii) any
Common Stock issued or issuable at any time or from time to time in respect
of the Shares upon a stock split, stock dividend, recapitalization or other
similar event involving the Company until such Shares are registered
pursuant to a Registration Statement or the exemption from registration
under Rule 144(k) (or successor Rule) under the Securities Act is available
with respect to the Shares."
4. The reference to "1997," in the first line of Section 2.1.1 of the
Original Registration Rights Agreement shall be deleted.
5. By their execution of this Amendment, both the Company and the Purchaser
agree to be a party to, and bound by, the terms of the Original Registration
Rights Agreement, as amended by this Amendment.
6. This Amendment shall be governed in all respects by the laws of the
State of Delaware.
7. All other terms and conditions of the Original Registration Rights
Agreement shall be and remain the same and in full force and effect.
8. Capitalized terms used but not otherwise defined herein shall have the
meaning given them in the Original Registration Rights Agreement.
9. This Amendment may be executed in any number of counterparts, each of
which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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THE COMPANY'S SIGNATURE PAGE
IN WITNESS WHEREOF, the Company has executed this Amendment effective
upon the date first set forth above.
BLACK WARRIOR WIRELINE CORP.
By:
Xxxxxxx X. Xxxxxxx, President
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THE PURCHASER'S SIGNATURE PAGE
IN WITNESS WHEREOF, the Purchaser has signed this Amendment as of the date
first written above.
ST. XXXXX CAPITAL PARTNERS, L.P.
By: St. Xxxxx Capital Corp., its General Partner
By:
Xxx Xxxxx, Vice President
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