{"id":41324,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-pledge-agreement-boots-coots-international-well-control.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-pledge-agreement-boots-coots-international-well-control","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/stock-pledge-agreement-boots-coots-international-well-control.html","title":{"rendered":"Stock Pledge Agreement &#8211; Boots &#038; Coots International Well Control Inc. and Geneva Associates LLC"},"content":{"rendered":"<pre>                   FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT\n\n     THIS FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT (this 'Amendment') dated as\nof March ___, 1998, is by and between Boots &amp; Coots International Well Control,\nInc., a Delaware corporation ('Pledgor'), and Geneva Associates, L.L.C.\n('Geneva'), as Collateral Agent for the Noteholders (as hereinafter defined)\n(the 'Secured Party').\n\n                                   RECITALS:\n\n     A.  Pledgor, Geneva and Main Street Merchant Partners II, L.P. ('Main\nStreet') have entered into that certain Note Purchase Agreement dated as of\nJanuary 2, 1998, as amended by that certain First Amendment to Note Purchase\nAgreement dated as of March ___, 1998 (the 'Note Purchase Agreement Amendment')\n(herein, as the same may be further amended, modified, supplemented, extended,\nrearranged, and\/or restated from time to time, called the 'Note Purchase\nAgreement'), pursuant to which, upon the terms and conditions therein set forth,\nPledgor has issued its 10.0% Senior Secured Notes due June 15, 1998, in the\naggregate principal amount of $7,250,000 (herein, as the same may be amended,\nmodified, supplemented, extended, rearranged, and\/or restated from time to time,\ntogether with any notes given by Pledgor in extension, replacement,\nrearrangement, modification and\/or substitution thereof or therefor,\ncollectively called the 'Notes' and any holders of the Notes, collectively\ncalled the 'Noteholders').\n\n     B.  Each of Geneva and Main Street requires that this Amendment be entered\ninto by Pledgor as a condition precedent to the effectiveness of the Note\nPurchase Agreement Amendment.\n\n     C.  Pledgor and the Secured Party have entered into that certain Stock\nPledge Agreement dated as of January 2, 1998 (the 'Agreement') and they now\ndesire to amend the Agreement as hereinafter provided.\n\n     NOW THEREFORE, in consideration of the premises and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the\nparties hereto agree as follows:\n\n                                   ARTICLE I\n                            Amendments to Agreement\n\n     1.01.  Subsection 1.01(a) of the Agreement is hereby amended and restated\nin its entirety as follows:\n \n          '(a) all shares of capital stock of IWC Services, Inc. and Code 3,\n     Inc. (the 'Companies');'\n\n     1.02.  Section 2.04 and Subsection 5.01(a) of the Agreement are hereby\namended by \n\n\nStock Pledge Agreement\nPage 1\n\n \ndeleting the word 'Company' in the last line of each thereof and inserting in\nits place the word 'Companies'.\n\n     1.03.  Section 3.03 of the Agreement is hereby amended by adding the phrase\n'(i) hereafter own the capital stock of any other entity or (ii)' after the word\n'shall' in the first line thereof.\n\n                                   ARTICLE II\n                                 Miscellaneous\n\n     2.01.  Successors and Assigns.  This Amendment shall be binding upon and\ninure to the benefit of Pledgor and Secured Party and their respective heirs,\nsuccessors, and assigns, except that Pledgor may not assign any of its rights or\nobligations under the Agreement, as amended by this Amendment, without the prior\nwritten consent of Secured Party except to the extent permitted by the Note\nPurchase Agreement.\n\n     2.02.  Amendment; Entire Agreement.  The Agreement, as amended by this\nAmendment, together with any applicable pledge or other agreement required by\napplicable laws, embodies the final, entire agreement among the parties hereto\nand supersedes any and all prior commitments, agreements, representations, and\nunderstandings, whether written or oral, relating to the subject matter hereof.\nThe provisions of the Agreement, as amended by this Amendment, may be amended or\nwaived only by an instrument in writing signed by the parties hereto with the\nrequisite consent of Secured Party as provided in the Note Purchase Agreement.\n\n     2.03.  Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.\nThis Amendment, and the rights and duties of the parties hereto, shall be\nconstrued in accordance with and governed by the internal laws of the State of\nTexas; provided, however that any enforcement of Secured Party's rights and\nremedies in any other jurisdiction shall, to the extent required by applicable\nlaws, be governed by the laws of the jurisdiction of enforcement.  Each party\nhereto hereby submits to the nonexclusive jurisdiction of the United States\nDistrict Court for the Southern District of Texas and of any Texas State court\nsitting in Houston, Texas for purposes of all legal proceedings arising out of\nor relating to this Amendment or the transactions contemplated hereby.  Each\nparty hereto irrevocably waives, to the fullest extent permitted by law, any\nobjection it may now or hereafter have to the laying of the venue of any such\nproceeding brought in such a court and any claim that any such proceeding\nbrought in such a court has been brought in an inconvenient forum.  EACH PARTY\nTO THIS AMENDMENT  HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY\nACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT,\nAS AMENDED BY THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.\n\n     2.04.  Headings.  The headings, captions, and arrangements used in this\nAmendment are for convenience only and shall not affect the interpretation of\nthis Amendment.\n\n     2.05.  Reaffirmation of Agreement.  This Amendment shall be deemed to be an\namendment to the Agreement, and the Agreement, as amended hereby, is hereby\nratified, \n\n\nStock Pledge Agreement\nPage 2\n\n \napproved and confirmed in each and every respect. All references to the\nAgreement in the Agreement and the other Documents (excluding this Amendment)\nshall hereafter be deemed to refer to the Agreement, as amended hereby.\n\n     2.06.  Counterparts.  This Amendment  may be executed in any number of\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n     2.07.  Severability.  Any provision of this Amendment which is prohibited\nor unenforceable in any jurisdiction shall, as to such jurisdiction, be\nineffective to the extent of such prohibition or unenforceability without\ninvalidating the remaining provisions of this Amendment, and any such\nprohibition or unenforceability in any jurisdiction shall not invalidate or\nrender unenforceable such provision in any other jurisdiction.\n\n     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as\nof the day and year first written above.\n\n                         PLEDGOR:\n\n                         BOOTS &amp; COOTS INTERNATIONAL WELL\n                         CONTROL, INC., a Delaware corporation\n\n                 By:\n                    -------------------------------------------    \n                         Name:  Larry H. Ramming\n                         Title: Chairman of the Board and Chief Executive\n                                Officer\n\n                         SECURED PARTY:\n\n                         GENEVA ASSOCIATES, L.L.C., as\n                         Collateral Agent\n\n                 By:\n                    -------------------------------------------    \n                         Name: Tracy Scott Turner\n                         Title:Principal\n\n\n\nStock Pledge Agreement\nPage 3\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9560,9570],"class_list":["post-41324","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__services","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41324","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41324"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41324"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41324"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41324"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}