FIRST AMENDMENT TO PURCHASE AGREEMENT
This First Amendment to Purchase Agreement (this "AMENDMENT") amends
certain provisions of the Purchase Agreement dated December 23, 1996 (the
"PURCHASE AGREEMENT"). This Amendment is entered into on February 20, 1997 (the
"EFFECTIVE DATE"), by and between Xxxxxx Production Services, Inc., a Texas
corporation (the "PURCHASER") and Pride Petroleum Services, Inc., a Louisiana
corporation (the "SELLER"). In this Amendment, capitalized terms shall have the
meanings given to them in the Purchase Agreement.
RECITALS:
A. The parties previously entered into the Purchase Agreement relating to
the sale to Purchaser of equity interests in entities that own all or
substantially all of Seller's domestic onshore well servicing assets; and
B. The parties desire to amend the Purchase Agreement to add several
additional
provisions;
NOW, THEREFORE, in consideration of the recitals and of the respective
covenants, representations, warranties and agreements contained in this
Agreement, and intending to be legally bound by this Agreement, the parties
agree as follows:
1. REAL PROPERTIES.
1.1. EXCLUDED FEE PROPERTIES. The following fee properties which are
further identified on Schedule 1.1(a)(i) of the Purchase Agreement shall not be
transferred by Seller to the Partnership. Pursuant to Section 1.7 of the
Purchase Agreement, Purchaser and Seller shall enter into leases with respect to
each of these properties, effective as of the Closing Date, which shall each
have a one year term and include an option to purchase.
Alice, Texas
El Campo, Texas
Lafayette, Louisiana
Pearland, Texas
Kilgore, Texas
Liberty Maintenance Shop, Liberty County, Texas
Midland, Texas
Crane, Texas- (510 S.E. County Road) (Lots 1,2 and 3 of Block 5, in
the Industrial Park Addition to the City of Crane, Crane
County, Texas, as the same are shown of record in the office
of the County Clerk of Crane County, Texas)
Hobbs, New Mexico
Snyder, Texas
At least 30 days prior to February 20, 1998, Purchaser will notify Seller as to
which properties it elects to purchase pursuant to such options. Purchaser and
Seller will cause an independent appraiser or appraisers mutually agreed to by
them to appraise the fair market value of the properties that Purchaser elects
not to purchase. If the aggregate appraised value of the properties not
purchased by Purchaser exceeds $250,000, Seller shall pay the excess to
Purchaser and if such aggregate appraised value is less than $250,000, Purchaser
shall pay the deficiency to Seller.
1.2. ADJUSTMENT TO PURCHASE PRICE. As a result of Purchaser's election not
to acquire the fee properties identified in Section 1.1 above, the Purchase
Price to be paid at Closing shall be reduced by $250,000. The parties hereby
expressly agree that the amount of this price reduction is not intended to
represent the fair market value of these properties.
1.3. EXCLUDED LEASE PROPERTIES. The rights of Seller relating to the lease
property located in Fellows, California, which is further identified on Schedule
1.1(a)(ii) of the Purchase Agreement shall not be transferred by Seller to the
Partnership.
1.4. ADDITIONAL PROPERTIES. The Crane properties located at 000 Xxxxx
Xxxxxx, 0000 Xxxxxx Xxxx Xxxx, and 000 X.X. Xxxxxx Xxxx, which are more fully
described on EXHIBIT A of this Amendment, were not included on Schedule
1.1(a)(i) but shall be transferred from Seller to the Partnership.
1.5. POST-CLOSING ITEMS. After the Closing, Seller shall take all actions
necessary or appropriate to accomplish the following:
i. To obtain the release of the $3 million lien in favor of Post Oak
Bank that affects Crane, El Campo and Bakersfield and a State of
Texas tax lien in the amount of $14,369.80 affecting several
properties. In addition, if at any time the Partnership or
Purchaser, as the case may be, exercises its option to purchase
any of the properties identified in Section 1.1 of this
Amendment, Seller shall, at that time, take all commercially
reasonable action necessary or appropriate to obtain the release
of all third party liens on those properties, if any, other than
the Permitted Liens.
ii. To correct all errors in and omissions from the property
descriptions listed on Schedule 1.1(a)(i) of the Purchase
Agreement and to provide evidence sufficient to reasonably
satisfy Purchaser that the deeds transferred by Seller to the
Partnership convey all of the Real Property Seller or its
affiliates own that is used primarily in connection with the
Business. If any additional properties owned by Seller that is
used primarily in connection with the Business are identified by
either party after the Closing, Seller shall, at Purchaser's
option, cause such properties to be promptly conveyed to the
Partnership or Purchaser for no additional consideration.
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iii. If prior to February 20, 1998 Purchaser advises Seller that it
has obtained information indicating that improvements on any of
the properties being conveyed to the Partnership prior to the
Closing (or on any of the properties which are acquired by the
Partnership or the Purchaser pursuant to an option to purchase
under a lease from Seller), violate or encroach into any existing
easement, and such does not constitute a Permitted Lien, Seller
shall take all commercially reasonable efforts to assist
Purchaser (at Purchaser's cost) in securing a waiver and release
of the violation or encroachment, provided that Seller shall not
be required to expend funds or incur liabilities.
iv. Seller shall take all commercially reasonable actions requested
by title companies issuing title policies on properties being
conveyed by Seller to the Partnership to allow such title
companies to issue such policies without exception for Schedule C
items, except for the $8,751.28 judgment lien effecting the
Liberty Property.
2. EMPLOYEE MATTERS.
2.1. EMPLOYEE TERMINATIONS. Any employee listed on Schedule 3.1(u) who is
the subject of an employment agreement assumed by the Partnership or Purchaser
at Closing, upon termination, shall receive the greater of the amount provided
in Section 7.1(c) and the amount he would otherwise be entitled to under such
employment agreement, if any; provided, however, that no such employee shall be
entitled to receive both amounts.
2.2. XXX XXXXXXXX. The parties acknowledge that Xxx Xxxxxxxx was
terminated by Seller, for cause, prior to the date of the Purchase Agreement and
that Xx. Xxxxxxxx' name should not have been included on Schedule 3.1(u).
Schedule 3.1(u) is hereby amended to exclude Xxx Xxxxxxxx' name and any
reference to his employment agreement from Schedule 3.1(u).
2.3. HOLDINGS CONTRACTS. Schedule 3.1(u) is amended by adding the
employment agreement effective January 1, 1988 with F.R. Xxxxxxxxxxx. The
employment agreements listed on Schedule 3.1(u) (other than the employment
agreement with Xxx Xxxxxxxx), to the extent assignable, and that certain
Noncompetition Agreement dated February 7, 1996, by and between Eagle Well
Service, Inc., Eagle Well Production Services, Inc. and Pride Petroleum
Services, Inc. are hereby added to Schedule 1.1(a)(iii) and shall be included in
the assets transferred by Seller to the Partnership prior to Closing. The
employment agreement between Seller and Xxx Xxxxxxxx is hereby expressly
excluded from the assets being transferred by Seller to the Partnership prior to
Closing.
3. EMPLOYMENT TAX ISSUES.
3.1. STATE UNEMPLOYMENT INSURANCE TAXES. After the Closing, Seller shall
grant Purchaser access to records relating to Seller's unemployment tax accounts
and shall assist Purchaser in its efforts, if any, to cause the relevant state
agency to transfer Seller's unemployment experience record
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relating to the Business (the "RECORD") to the Partnership. In connection with
the foregoing, upon the request of Purchaser, Seller shall sign an application
for the partial or complete transfer of the Record to the Partnership, so long
as such action will not have any material adverse effect on or cost to Seller.
3.2. FEDERAL EMPLOYMENT TAXES. After the Closing, Purchaser shall have the
right to transfer Seller's federal taxable wages for social security and federal
unemployment tax under applicable federal tax rules and regulations. After the
Closing, Seller shall report and remit federal taxes at the appropriate time or
times.
4. BECHTEL AGREEMENT. With respect to the Novation agreements and
instruments executed by Xxxxxxx Petroleum Operations, Inc. (the "BPOI
AGREEMENT"), the parties agree:
4.1. Purchaser and the Partnership shall indemnify and hold Seller
harmless from and against any amount or cost Seller or its affiliates is
required to pay with respect thereto with respect to services provided or other
actions after the Closing.
4.2. Purchaser and the Partnership will cause Seller to be named as an
additional named insured, and to waive rights of subrogation against Seller,
under its insurance policies with respect to work subject to the BPOI Agreement.
4.3. Neither Purchaser nor the Partnership shall extend the term of the
BPOI Agreement without procuring the express release of Seller and its
affiliates from any liabilities arising after the scheduled termination of the
BPOI Agreement.
5. AFFIRMATION OF PURCHASE AGREEMENT. All provisions of the Purchase
Agreement remain in full force and effect except as may be expressly provided
herein.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the Effective Date.
XXXXXX PRODUCTION SERVICES, INC.
By: /s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
President
PRIDE PETROLEUM SERVICES, INC.
By: /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Vice President and General Counsel
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