EXHIBIT 10.3.1
FIRST AMENDMENT TO THE
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
(this "Amendment") is entered into as of July 19, 2000 among Spinnaker
Exploration Company, a Delaware corporation (the "Corporation"), Warburg, Xxxxxx
Ventures, L.P., ("WPV"), Seismic Energy Holdings, Inc., a Delaware corporation
("SESI"), Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxxxxx.
WITNESSETH:
WHEREAS, WPV, XXXX, Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxxxxx (collectively,
the "Parties" and each a "Party") together constitute the "Required Holders" as
such term is defined in Section 1.1 of the Amended and Restated Stockholders
Agreement dated as of September 27, 1999 (the "Stockholders Agreement").
WHEREAS, pursuant to Section 5.1 of the Stockholders Agreement, the Parties
desire to amend the Stockholders Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:
ARTICLE I
DEFINED TERMS
Section 1.1 DEFINED TERMS. Except as otherwise provided herein,
capitalized terms used in this Amendment shall have the meanings ascribed to
them in the Stockholders Agreement.
ARTICLE II
AMENDMENT
SECTION 2.1 AMENDMENT. Section 3 of Exhibit A to the Stockholders
Agreement is hereby amended by adding the following provision immediately after
clause b of Section 3:
"c. Notwithstanding the foregoing contained in this Xxxxxxx 0, xxxx of the
Holders of Registrable Securities shall have any rights pursuant to
this Section 3 with respect to the registration statement of the
Corporation filed on July 18, 2000 or any amendments or supplements
thereto (the "Registration Statement") provided that any offering of
securities contemplated by such Registration
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Statement shall have been consummated on or before October 31, 2000."
ARTICLE III
MISCELLANEOUS
SECTION 3.1 EXTENT OF AMENDMENTS AND REFERENCES. Except as otherwise
expressly provided herein, the terms and conditions of the Stockholders
Agreement (or any attachments or schedules thereto) shall not be amended,
modified or affected by this Amendment and shall remain in full force and
effect.
SECTION 3.2 COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
of which together shall constitute one and the same instrument.
SPINNAKER EXPLORATION COMPANY
By: /s/ XXXXX X. XXXXXX
--------------------
Xxxxx X. Xxxxxx
President
WARBURG, XXXXXX VENTURES, L.P.
By: Warburg Pincus & Co., Inc.,
its general partner
By: /s/ XXXXXXX X. XXXXXX
----------------------
Xxxxxxx X. Xxxxxx
Managing Director
SEISMIC ENERGY HOLDINGS, INC.
By: /s/ XXXX X. XXXX
----------------------
Name: Xxxx X. Xxxx
Title: V. P. Finance
/s/ XXXXX X. XXXXXX
--------------------------
Xxxxx X. Xxxxxx
/s/ XXXXX X. XXXXXXXXX
--------------------------
Xxxxx X. Xxxxxxxxx
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