EXHIBIT I
AMENDMENT NO. 1
TO
SCHEDULE 13D GROUP FILING AGREEMENT
AMENDMENT NO. 1 TO SCHEDULE 13D GROUP FILING AGREEMENT (this
"Amendment"), made as of this 17th day of October, 1996, by and among Somerset
Drilling Associates, L.L.C., a Delaware limited liability company ("Somerset"),
Somerset Capital Partners, a New York general partnership and the managing
member of Somerset ("SCP"),Xxxxxx X. X'Xxxxx, Xx., an individual ("X'Xxxxx"),
Xxxxxx X. Xxxxxxx , an individual ("Xxxxxxx") and Xxxxxxx X. Xxxxxxx, an
individual ("Xxxxxxx", and together with Somerset, S.P., X'Xxxxx and Xxxxxxx,
the "Somerset Group"), Xxx X. Xxxxxx, Xx., an individual ("Xxxxxx"), U.S. Rig
and Equipment, Inc., an Oklahoma corporation ("USRE"), Xxxx Xxxxxx Energy
Equipment Resource, Inc., a Texas corporation ("EER"), GCT Investments, Inc., a
Texas corporation ("GCT"), La Patagonia Offshore Inc., a Texas corporation
("LPO") and Xxxx X. Xxxxxx, an individual ("Xxxxxx", and together with Xxxxxx,
USRE, EER, GCT and LPO, the "Xxxxxx/Xxxxxx Group") and Norex Drilling Ltd., a
Bermuda corporation ("Norex Drilling"), Norex Industries, Inc., a Cayman Islands
company ("NXA"), Xxxxxxxx Xxxx, an individual ("Siem") and Xxxxx Xxxxxxxx, an
individual ("Xxxxxxxx", and together with Norex Drilling, NXA and Siem, the
"Drilling Group") (each of the foregoing members of the Somerset Group, the
Xxxxxx/Xxxxxx Group and Norex Drilling are hereinafter sometimes referred to
individually as a "Reporting Person" and collectively as the "Reporting
Persons").
WHEREAS, each of Somerset, SCP, O'Neill, Webster, Ziegler,
Oliver, USRE, EER, GCT, Xxxxxx, PRD Rig Partnership 1995, Ltd., a Texas limited
partnership ("PRD"), EER National 78 Partnership, Ltd., a Texas limited
partnership ("N78"), Norex Drilling, Pronor
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Holdings Ltd., a British Virgin Island corporation ("Pronor"), Prosperity
Investments, Inc., a British Virgin Islands company ("Prosperity"), Siem and
Xxxxxxxx (collectively, the "Initial Reporting Persons") are signatories to that
certain Schedule 13D Group Filing Agreement made as of August 27, 1996 (the
"Initial Group Filing Agreement") that was entered into in connection with a
certain an initial statement, on Schedule 13D, with respect to the beneficial
ownership of shares of common stock of DI Industries, Inc., a Texas corporation
(the "Corporation") that was jointly filed by such Initial Reporting Persons
with the Securities and Exchange Commission (the "Commission") on September 9,
1996 (the "Initial Statement");
WHEREAS, the Initial Reporting Persons were either (i) parties
(the "Initial Shareholders") to a certain Shareholders Agreement dated May 7,
1996, and amended as of June 11, 1996, but effective as of the effective date of
the Mergers (as amended, the "Shareholders Agreement"), which provides, among
other things, for certain agreements with respect to the transfer and the voting
of shares of the Corporation owned or to be owned by the Initial Shareholders or
(ii) indirect beneficial owners (the "Initial Indirect Beneficial Owners") of
shares of the Corporation subject to the terms and conditions of the
Shareholders Agreement;
WHEREAS, the Initial Reporting Persons entered into the Initial
Group Filing Agreement and jointly filed the Initial Statement because by virtue
of certain provisions of the Shareholders Agreement, such Initial Reporting
Persons may have been deemed a "group" within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
rules and regulations promulgated by the Commission;
WHEREAS, as a result of the consummation of various transactions
involving shares of common stock of the Corporation after the date of the filing
of the Initial Statement (collectively, the "Transactions"), (i) (A) each of
Pronor, PRD and N78 ceased to be a record or
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direct beneficial owner, and Prosperity ceased to be an indirect beneficial
owner, of any shares of common stock of the Corporation, and (B) in accordance
with the provisions of Section 6 of the Initial Group Filing Agreement, upon the
filing with the Commission of an amendment to the Initial Statement disclosing
that each of such Initial Reporting Persons ceased to be a member of the Group,
the terms and conditions of the Initial Group Filing Agreement will terminate
with respect to each such Initial Reporting Person and (ii) (A) LPO became the
record and direct beneficial owner of certain shares of common stock of the
Corporation that remain subject to the terms and conditions of the Shareholders
Agreement and (B) in accordance with the provisions of Section 9 of the Initial
Group Filing Agreement, upon the transfer to LPO of shares of common stock
subject to the terms and conditions of the Shareholders Agreement, LPO became
bound by the terms and conditions of the Initial Group Filing Agreement and
obligated to execute and deliver a joinder to the Initial Group Filing Agreement
with respect thereto;
WHEREAS, the Reporting Persons desire to (i) amend the terms of
the Initial Group Filing Agreement to disclose (A) the release of each of
Pronor, Prosperity, PRD and N78 from the terms and conditions thereof and (B)
the joinder of LPO as a Shareholder, Reporting Person and member of the "Group"
thereunder, and (ii) to provide for the execution and filing of an Amendment No.
1 to the Initial Statement to reflect the foregoing and any other changes in the
beneficial ownership of shares of common stock of the Corporation by the
reconstituted "group" since the date of the filing of the Initial Statement as
is required to be disclosed under Section 13(d) of the Exchange Act and the
rules and regulations promulgated by the Commission thereunder, and to otherwise
confirm their respective authorizations, covenants and obligations under the
Initial Group Filing Agreement, inclusive of the grant of a power of attorney
with
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respect to the preparation, execution and filing of such required Amendment
No. 1 to the Initial Statement and any and all subsequent amendments thereto.
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the parties hereto, each intending to be legally
bound, hereby agree as follows:
I. Amendments.
1. Joinder of LPO. LPO does hereby expressly acknowledge and
agree that (i) it (A) has been given a copy of the Initial Group Filing
Agreement, (B) has had ample opportunity to review, and is thoroughly familiar
with, the terms and provisions thereof, and (C) understands the covenants and
obligations of the Reporting Persons thereunder and (ii) as the transferee of
certain shares of common stock of the Corporation that are the subject of the
terms and conditions of the Shareholders Agreement, it may be deemed a member of
a "group" within the meaning of Section 13(d)(3) of the Exchange Act and the
rules and regulations promulgated by the Commission thereunder that is comprised
of the shareholders signatory to the Shareholders Agreement and any other
indirect beneficial owners of the shares subject thereto and is therefore fully
bound by all of the terms and conditions of the Initial Group Filing Agreement,
including, without limitation, (A) the agreement under Section 2 thereof to join
in the joint filing of (x) an Amendment No. 1 to the Initial Statement to
disclose, among other things, LPO's beneficial ownership of shares of common
stock of the Corporation and its status as a Reporting Person and (y) any and
all such other amendments to such Initial Statement as may be required under
applicable law, (B) the constitution and appointment under Section 3 thereof of
each of Xxxxx X. Xxxxxxx and Xxxxxxxx Xxxxxxx, acting singly, as its true and
lawful attorney-in-fact, with full power of substitution and revocation, to
prepare, execute and file on behalf of LPO, as a member of the Group, the
aforementioned Amendment No. 1 to Initial
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Statement and any and all subsequent Amendments thereto and (C) the covenants
contained in Section 5 thereof with respect to the provision and review of
information and documentation required to be disclosed in such Amendment No. 1
to Initial Statement and any and all subsequent Amendments thereto and
notification of any material changes with respect thereto.
2. Release of Parties. In accordance with the provisions of
Section 6 of the Initial Group Filing Agreement, effective upon the filing with
the Commission of an amendment to the Initial Statement disclosing in Item 5(e)
thereof the effective date that each of Pronor, Prosperity, PRD and N78 ceased
to the beneficial owner of any shares of common stock of the Corporation, and
therefore a member of the Group, the terms and conditions of the Initial Group
Filing Agreement shall terminate with respect to each of Pronor, Prosperity, PRD
and N78 and each such Initial Reporting Person shall be deemed released from the
provisions thereof.
3. Definitions. As of the date hereof, the defined terms
"Shareholders" and "Indirect Beneficial Owners", as used in the Initial Group
Filing Agreement shall include and exclude, as the case may be, the following
persons: (i) the term "Shareholders" shall include Somerset, SCP, Xxxxxx, USRE,
Xxxxxx, EER, GCT, LPO and Norex Drilling and shall not include Pronor; and the
term "Indirect Beneficial Owner" shall include X'Xxxxx, Webster, Ziegler, NXA,
Siem and Xxxxxxxx and shall not include PRD, N78 or Prosperity.
II. General.
1. Capitalized Terms. All capitalized terms used herein
without definition shall have the respective meanings ascribed to them in the
Initial Group Filing Agreement.
2. Confirmation of Initial Group Filing Agreement. Except to
the extent expressly modified by the amendments set forth above in Article I
of this Amendment, the Initial Group Filing Agreement shall remain in full
force and effect in accordance with its terms. By
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way of example and not limitation, each of the undersigned Reporting Persons
expressly consents to the preparation, execution and group filing of the
Amendment No. 1 to Initial Statement and confirms his or its constitution and
appointment of each of Xxxxx X. Xxxxxxx and Xxxxxxxx Xxxxxxx, acting singly, as
his or its true and lawful attorney-in-fact, with full power of substitution and
revocation, to prepare, execute and file on behalf of the undersigned, as a
member of the Group, the Amendment No. 1 to the Initial Statement and any and
all subsequent Amendments thereto.
3. Counterparts. This Amendment may be executed in two or
more counterparts, all of which taken together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, this Amendment has been executed by the
parties hereto as of the date and year first above written.
SOMERSET GROUP:
000 Xxxxxxxx Xxxxxx XXXXXXXX DRILLING ASSOCIATES, L.L.C.
Xxxxxxx, Xxx Xxxx 00000 By: Somerset Capital Partners, its
Telephone No.: (000) 000-0000 Managing Member
Telefax No.: (000) 000-0000
By:/s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx, Partner
000 Xxxxxxxx Xxxxxx XXXXXXXX CAPITAL PARTNERS
Xxxxxxx, Xxx Xxxx 00000
Telephone No.: (000) 000-0000
Telefax No.: (000) 000-0000 By: /s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx, Partner
000 Xxxxxxxx Xxxxxx /s/ XXXXXX X. X'XXXXX, XX.
Xxxxxxx, Xxx Xxxx 00000 Xxxxxx X. X'Xxxxx, Xx., Individually
Telephone No.: (000) 000-0000
Telefax No.: (716) 842-2514
0000 Xxxx Xxxx Xxxxx, Xxxxx 0000 /s/ XXXXXX X. XXXXXXX
Xxxxxxx, Xxxxx 00000 Xxxxxx X. Xxxxxxx, Individually
Telephone No.: (000) 000-0000
Telefax No.: (713) 623-8103
000 Xxxxx Xxxxxx, 0xx Xxxxx /s/ XXXXXXX X. XXXXXXX
New York, New York 10017 Xxxxxxx X. Xxxxxxx, Individually
Telephone No.: (000) 000-0000
Telefax No.: (000) 000-0000
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XXXXXX/XXXXXX GROUP:
0000 X.X. 00xx Xxxxxx X.X. RIG AND EQUIPMENT, INC.
Xxxxxxxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telefax No.: (000) 000-0000 By:/s/ XXX X. XXXXXX, XX.
Name: Xxx X. Xxxxxx, Xx.
Title: President
0000 Xxxxxxx Xxxx XXXX XXXXXX ENERGY EQUIPMENT
Suite 730, LB2 RESOURCE, INC.
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telefax No.: (000) 000-0000 By:/s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: President
0000 Xxxxxxx Xxxx XXX INVESTMENTS, INC.
Xxxxx 000, XX0
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000 By:/s/ XXXX X. XXXXXX
Telefax No.: (000) 000-0000 Name: Xxxx X. Xxxxxx
Title: President
0000 Xxxxxxx Xxxx XX XXXXXXXXX XXXXXXXX INC.
Xxxxx 000, XX0
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000 By:/s/ XXXX X. XXXXXX
Telefax No.: (000) 000-0000 Name: Xxxx X. Xxxxxx
Title: President
c/o U.S. Rig and Equipment, Inc. /s/ XXX X. XXXXXX, XX.
0000 X.X. 00xx Xxxxxx Xxx X. Xxxxxx, Xx., Individually
Xxxxxxxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telefax No.: (000) 000-0000
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c/o Xxxx Xxxxxx Energy Equipment /s/ XXXX X. XXXXXX
Resource, Inc. Xxxx X. Xxxxxx, Individually
0000 Xxxxxxx Xxxx
Xxxxx 000, XX0
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telefax No.: (000) 000-0000
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DRILLING GROUP:
Cedar House NOREX DRILLING LTD.
00 Xxxxx Xxxxxx
Xxxxxxxx, XX-00, Xxxxxxx
Telephone No.: x0 000 000 0000 By:/s/ XXXXX XXXXXXXX
Telefax No.: x0 000 000 0000 Name: Xxxxx Xxxxxxxx
Title: President
Cedar House NOREX INDUSTRIES INC.
00 Xxxxx Xxxxxx
Xxxxxxxx, XX-00, Xxxxxxx
Telephone No.: x0 000 000 0000 By:/s/ XXXXX XXXXXXXX
Telefax No.: x0 000 000 0000 Name: Xxxxx Xxxxxxxx
Title: President
c/o Norex Offshore Holdings AS /s/ XXXXXXXX XXXX
Xxxxxxxxxx 00, Xxxx, Xxxxxx Xxxxxxxx Xxxx, Individually
Telephone No.:
Telefax No.:
Cedar House /s/ XXXXX XXXXXXXX
00 Xxxxx Xxxxxx Xxxxx Xxxxxxxx, Individually
Xxxxxxxx, XX-12, Bermuda
Telephone No.: x0 000 000 0000
Telefax No.: x0 000 000 0000
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of
the undersigned, each of the undersigned hereby certifies that the information
set forth in this statement is true, complete and correct.
SOMERSET GROUP:
Dated: February 28, 1997 SOMERSET DRILLING ASSOCIATES, L.L.C.
By:Somerset Capital Partners, its
Managing Member
By:/s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx, Partner
Dated: February 28, 1997 SOMERSET CAPITAL PARTNERS
By:/s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx, Partner
Dated: February 28, 1997 /s/ XXXXXX X. X'XXXXX, XX.
Xxxxxx X. X'Xxxxx, Xx., Individually
Dated: February 28, 1997 /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx, Individually
Dated: February 28, 1997 /s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx, Individually
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XXXXXX/XXXXXX GROUP:
Dated: February 28, 1997 U.S. RIG AND EQUIPMENT, INC.
By:/s/ XXX X. XXXXXX, XX.
Name: Xxx X. Xxxxxx, Xx.
Title: President
Dated: February 28, 1997 XXXX XXXXXX ENERGY EQUIPMENT
RESOURCE, INC.
By:/s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: President
Dated: February 28, 1997 GCT INVESTMENTS, INC.
By:/s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: President
Dated: February 28, 1997 LA PATAGONIA OFFSHORE, INC.
By:/s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: President
Dated: February 28, 1997 /s/ XXX X. XXXXXX, XX.
Xxx X. Xxxxxx, Xx., Individually
Dated: February 28, 1997 /s/ XXXX X. XXXXXX
Xxxx X. Xxxxxx, Individually
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