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FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (this "Amendment") is
made and entered into effective as of December 15, 1997 by and between ENRON
CAPITAL & TRADE RESOURCES CORP., a Delaware corporation ("Buyer"), and SHERIDAN
ENERGY, INC., a Delaware corporation ("Seller").
WHEREAS, reference is hereby made to that certain Stock Purchase
Agreement dated November 28, 1997, by and between Seller and Buyer (the
"Purchase Agreement"); and
WHEREAS, Seller and Buyer desire to amend the Purchase Agreement as
provided herein; and
WHEREAS, capitalized terms used but not defined herein shall have the
meanings given thereto in the Purchase Agreement;
NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, Seller and Buyer hereby agree as follows:
1. Section 8.11 of the Purchase Agreement is amended by deleting same
and substituting the following in lieu thereof:
8.11 BOARD OF DIRECTORS. Seller acknowledges that Buyer is
entitled to have certain designees appointed to the Board of Director
of Seller; in particular, in the event that Buyer and its Affiliates
hold (i) more than 14% of the issued and outstanding shares of Common
Stock, Buyer is entitled to have two designees of Buyer appointed to
the Board of Directors of Seller or (ii) in the range of 7% through 14%
of the issued and outstanding shares of Common Stock, Buyer is entitled
to have one designee of Buyer appointed to the Board of Directors of
Seller. In the event Buyer is entitled to have designees appointed to
the Board of Directors of Seller pursuant to the preceding sentence,
and such designees to which Buyer is entitled have not been appointed
to the Board of Directors of Seller at the time of Buyer's written
notice to Seller requesting the appointment of such directors, then
Seller, upon receipt of written notice by Buyer, shall cause the
designees requested by Buyer (to which Buyer is entitled to have
appointed to the Board of Directors of Seller pursuant hereto) to be
appointed to the Board of Directors of Seller (including as a result of
the death or voluntary resignation of a member of the Board of Director
of Seller that is a Buyer designee). Unless otherwise necessary to
permit the holders of the Series A Preferred Stock to exercise their
rights with respect to the election of directors to serve on the Board
of
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Directors of Seller, Seller agrees that it shall not increase the size
of its Board of Directors to a number greater than seven (inclusive of
Buyer's designees).
2. Section 6.2(e)(ii) of the Purchase Agreement is hereby amended to
delete the reference to "Section 4.4" therein and substitute the reference
"Section 4.3" in lieu thereof.
3. Except as expressly amended hereby, the Purchase Agreement shall
remain in full force and effect as heretofore entered into. Seller and Buyer
hereby ratify and confirm the Purchase Agreement as hereby amended.
4. All references to the "Stock Purchase Agreement" or to the
"Agreement" in the Purchase Agreement or any other document, instrument,
agreement or writing delivered pursuant thereto shall hereafter be deemed to
refer to the Purchase Agreement as amended hereby.
5. The Purchase Agreement as amended hereby shall be governed, and
construed in accordance with, the laws of the State of Texas, without giving
effect to principles of conflicts of law.
6. This Amendment may be executed in counterparts, and each
counterpart, when executed and delivered, shall constitute an original agreement
enforceable against all who signed it, and all separate counterparts shall
constitute the same agreement.
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WITNESS the execution hereof effective as of the date first written
above.
SHERIDAN ENERGY, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Chief Financial Officer
and Vice President
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ENRON CAPITAL & TRADE
RESOURCES CORP.
By: /s/ XXXXX X. XxXXXXX
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Xxxxx X. XxXxxxx
