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EXHIBIT 10.5
AGREEMENT REGARDING ELECTION OF DIRECTORS
This Agreement Regarding Election of Directors is made and entered into by
and between Xxxxxx Production Services, Inc. (the "Company"), and RIMCO
Partners, L.P., RIMCO Partners, X.X. XX, RIMCO Partners, L.P. III, and RIMCO
Partners, X.X. XX (collectively "RIMCO"), as of November 21, 1996.
WHEREAS, in section 4.2 of the Asset Purchase Agreement dated September
27, 1991, by and between RIMCO Partners, L.P., RIMCO Partners, X.X. XX, and
RIMCO/NYL, L.P., RIMCO Well Service Company, Inc., and Xxxxxx Well Servicing,
Inc. (now known as Xxxxxx Production Services, Inc.), the Company agreed to use
its best efforts to seek the election of Xxxx X. XxXxxxxx to its Board of
Directors, or a person designated in writing by RIMCO Associates, Inc. and
reasonably satisfactory to the Company; and
WHEREAS, in a letter agreement dated November 28, 1994 (the "1994 Voting
Agreement"), from RIMCO Partners, L.P., RIMCO Partners, X.X. XX, RIMCO
Partners, L.P. III and RIMCO Partners, X.X. XX, and acknowledged and accepted
by Xxxxxxx Xxxxxx, Triad Ventures Limited II ("Triad") and the Company, Triad
and the Company agreed to elect two nominees of RIMCO to the Company's Board of
Directors; and
WHEREAS, in a letter agreement dated January 16, 1996, RIMCO Partners,
L.P., RIMCO Partners, X.X. XX, RIMCO Partners, L.P. III and RIMCO Partners,
X.X. XX released and discharged Xxxxxxx X. Xxxxxx from the provisions of the
1994 Voting Agreement; and
WHEREAS, in a letter agreement dated September ___, 1996, RIMCO Partners,
L.P., RIMCO Partners, X.X. XX, RIMCO Partners, L.P. III and RIMCO Partners,
X.X. XX has released and discharged Triad Ventures Limited, II from the
provisions of the 1994 Voting Agreement; and
WHEREAS, the Company now seeks to clarify any ambiguities in these
agreements and to more precisely define its obligations;
The Company hereby agrees to use its best efforts to cause the election of
two persons, designated by RIMCO and reasonably acceptable to the Company, to
the Company's Board of Directors as long as RIMCO owns ten percent or more of
the Company's issued and outstanding common stock on a fully diluted basis; if
RIMCO owns less than ten percent, but five percent or more, of the Company's
common stock, the Company agrees to use its best efforts to cause the election
of one person, designated by RIMCO and reasonable acceptable to the Company, to
the Company's Board of Directors. At such time as RIMCO's stock ownership is
less than five percent, the above obligations of the Company shall terminate.
This agreement shall supersede any prior agreements by the Company regarding
the election of Xxxx XxXxxxxx or any RIMCO nominees to the Company's Board of
Directors.
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EXECUTED as of the date first above written.
XXXXXX PRODUCTION SERVICES, INC.
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
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Title: President and Chief Executive Officer
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RIMCO PARTNERS, L.P.
RIMCO PARTNERS, X.X. XX
RIMCO PARTNERS, L.P. III
RIMCO PARTNERS, X.X. XX
By: Resource Investors Management Company
Limited Partnership, their General Partner
By: RIMCO Associates, Inc.,
its General Partner
By: /s/ XXXX X. XxXXXXXX
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Name: Xxxx X. XxXxxxxx
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Title: President
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