FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the 'Amendment')
dated as of March ___, 1998, is by and between Main Street Merchant Partners II,
L.P., a Delaware limited partnership ('Investor'), and Boots & Coots
International Well Control, Inc., a Delaware corporation (the 'Company').
R E C I T A L S:
WHEREAS, Investor purchased certain Notes of the Company in connection with
the purchase by IWC Services, Inc. of the issued and outstanding stock of ITS
Supply Corporation pursuant to that certain Note Purchase Agreement dated as of
January 2, 1998 (the 'Note Purchase Agreement'), by and between the Company,
Investor and Geneva Associates, L.L.C.;
WHEREAS, Investor is willing to invest certain additional funds in the
Company pursuant to the terms and conditions of that certain First Amendment to
Note Purchase Agreement dated as of March ___, 1998 (the 'Note Purchase
WHEREAS, it is a material inducement and a precondition to the entering
into of the Note Purchase Agreement Amendment that the Company enter into this
amendment of that certain Registration Rights Agreement dated as of January 2,
1998, by and between Investor and the Company (the 'Registration Rights
Agreement') entered into in connection with the Note Purchase Agreement;
NOW, THEREFORE, in consideration of the terms and conditions contained
herein, the parties hereto, intending to be legally bound hereby, agree as
Section 1.1 Amendments to Registration Rights Agreement.
(a) Section 1.4 of the Registration Rights Agreement (Registrable
Securities) is hereby amended and restated in its entirety as follows:
' For the purposes of this Section 1, the term 'Registrable
Securities' shall mean any shares of voting Common Stock issuable to a Holder
upon exercise of any of its Warrants (issued pursuant to the terms of the Note
Purchase Agreement as amended from time to time), any shares of Common Stock
issued to a Holder as a dividend on any of its Warrant Shares (as defined in the
Warrants), and any other shares of Common Stock distributable on, with respect
to, or in substitution for such Registrable Securities, including those which
have been transferred as permitted under this Agreement, except for those that
have been sold or transferred pursuant to an effective registration statement or
pursuant to Rule 144 under the Securities Act.'
(b) Subsection 1.6(b) of the Registration Rights Agreement
(Indemnification) is hereby amended by adding the phrase ', severally and not
jointly,' after the word 'Holder' in the first line thereof.
(c) Article II of the Registration Rights Agreement is hereby amended by
adding the following sentence at the end thereof: 'This obligation of the
Company shall survive any registration of the Registrable Securities pursuant to
the terms hereof.'
Section 1.2 Parties. This Amendment shall be binding upon and inure to
the benefit of the successors and permitted assigns of the Company and Investor.
Section 1.3 Entire Agreement; Conflict of Terms. The Agreement, as
amended by this Amendment, constitutes the entire agreement of the parties with
respect to the subject matter hereof and may not be modified or supplemented by
any prior or contemporaneous oral understanding.
Section 1.4 Governing Law; Jurisdiction; Venue; Waiver of Jury Trial and
Service of Process. THIS AMENDMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE
STATE OF TEXAS AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE
PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES
APPLICABLE THERETO AND THE INTERNAL LAWS OF THE STATE OF TEXAS, APPLICABLE TO
AGREEMENTS EXECUTED, DELIVERED AND PERFORMED WITHIN SUCH STATE, AND THE COMPANY
HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT
ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO SUCH PARTY AT
ITS ADDRESS SET FORTH IN THE AGREEMENT. THE COMPANY WAIVES TRIAL BY JURY, ANY
OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY
ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION
SHALL AFFECT THE RIGHT OF INVESTOR TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR AFFECT THE RIGHT OF INVESTOR TO BRING ANY ACTION OR
PROCEEDING AGAINST COMPANY, ANY OF ITS SUBSIDIARIES AND/OR THEIR RESPECTIVE
PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHERE SUCH PARTY MAINTAINS
OFFICES OR HAS PROPERTY.
Section 1.5 Section Titles. The section titles contained in this
Amendment are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.
Section 1.6 Counterparts. This Amendment may be executed in a number of
identical counterparts, each of which, for all purposes, is to be deemed an
original, and all of which collectively constitute one agreement, but in making
proof of this Amendment, it shall not be necessary to produce or account for
more than one such counterpart. A facsimile or photocopy
of an executed counterpart of this Amendment shall be sufficient to bind the
party or parties whose signature(s) appear thereon.
Section 1.74 Legal Compliance. The parties acknowledge that the
Registration Rights Agreement, as amended by this Amendment, and the Warrants
issued to Investor are being given as part of a 'Qualified Commercial Loan'
pursuant to Vernon's Texas Civil Statutes, Article 5069 - Chapter 1.H, and as
such the Warrants and rights under the Registration Rights Agreement will not
constitute 'interest' for any purpose, including under the Note Purchase
Agreement, as amended by the Note Purchase Agreement Amendment.
IN WITNESS WHEREOF, this First Amendment to Registration Rights Agreement
has been duly executed and delivered as of the day and year specified at the
MAIN STREET MERCHANT PARTNERS II, L.P.
Name: Vince D. Foster
Title: Managing Director
BOOTS & COOTS INTERNATIONAL WELL
Name: Larry H. Ramming
Title: Chairman of the Board and Chief Executive