{"id":43669,"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-purchase-agreement-elmagco-inc-begemann-inc-and-boots3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-elmagco-inc-begemann-inc-and-boots3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-elmagco-inc-begemann-inc-and-boots3.html","title":{"rendered":"Stock Purchase Agreement &#8211; Elmagco Inc., Begemann Inc. and Boots &#038; Coots International Well Control Inc."},"content":{"rendered":"<pre>                               SECOND AMENDMENT\n                          TO STOCK PURCHASE AGREEMENT\n\n\n     This Second Amendment to Stock Purchase Agreement (the 'Second Amendment')\ndated July  23, 1998, is by and among Elmagco, Inc., a Delaware corporation\n('Elmagco'), Begemann, Inc., a Delaware corporation ('Seller'), and Boots &amp; Coots International Well Control, Inc., a Delaware corporation ('Buyer').\n\n                              W I T N E S S T H:\n\n     WHEREAS, Elmagco, Seller, and Buyer have entered into that certain Stock\nPurchase Agreement dated June 22, 1998 (the 'Purchase Agreement') pursuant to\nwhich Buyer is purchasing from Seller all of the issued and outstanding stock of\nElmagco;\n\n     WHEREAS,  Elmagco, Seller and Buyer have entered into that certain First\nAmendment to Stock Purchase Agreement dated July 21, 1998 (the 'First\nAmendment'); and\n\n     WHEREAS, Elmagco, Seller, and Buyer desire to further amend the Purchase\nAgreement as herein set forth.\n\n     NOW, THEREFORE, in consideration of the premises herein contained and other\ngood and valuable consideration, the receipt and sufficiency of which are hereby\nacknowledged, the parties hereto agree as follows:\n\n     1.   Definitions.  Unless the context hereof indicates otherwise, all\ncapitalized terms used herein shall have the same meaning as such capitalized\nterms are defined in the Purchase Agreement.\n\n     2.   Amendment.  As of the Closing Date, Seller is entitled to receive from\nElmagco, as a dividend, a tax sharing payment for the period through the Closing\nDate.  The amount of such tax sharing payment is hereby recognized and approved\nas a dividend from Elmagco to Seller as of the Closing Date.  The amount of the\ntax sharing payment, net of certain other balances between Elmagco and Seller\nwhich are being offset as of the Closing Date, is herein referred to as the\n'Additional Distribution.'  Pursuant to Section 1.6 of the Purchase Agreement,\nSeller is responsible for all franchise taxes of Elmagco resulting from the\nSection 338(h)(10) election described therein (the 'Resulting Franchise Taxes').\nAs of the date hereof, the amount of the Resulting Franchise Taxes is unknown.\nAccordingly, Buyer and Seller hereby agree that Elmagco shall withhold from the\nAdditional Distribution, as security for Seller's obligation to pay the\nResulting Franchise Taxes, the sum of $600,000 (the 'Withheld Tax Amount').\nSeller hereby authorizes Buyer and Elmagco to utilize the Withheld Tax Amount to\npay the Resulting Franchise Taxes, which Seller agrees shall be paid pursuant to\na timely filed franchise tax return (or returns, if Resulting Franchise Taxes\nare due to more than one state).  If the Resulting Franchise Taxes exceed the\nWithheld Tax Amount, Buyer and Elmagco will promptly notify Seller, and Seller\nwill wire transfer to Elmagco the balance of the Resulting Franchise Taxes.  If\nthe Withheld Tax Amount exceeds the Resulting Franchise Taxes reflected on such\nreturn or returns, Buyer and Elmagco shall immediately release the excess to\nSeller.\n\n \n     3.   Ratification.  The terms and provisions as set forth in this Second\nAmendment shall modify and supersede all inconsistent terms and provisions set\nforth in the Purchase Agreement as amended. Except as expressly modified and\nsuperseded by this Second Amendment, the terms and provisions of the Purchase\nAgreement, as amended and any instruments executed in connection with the\nPurchase Agreement, as amended are hereby ratified and confirmed and shall\ncontinue in full force and effect.  Each of the parties hereto specifically\nratifies all representations and warranties made in the Purchase Agreement, as\namended and certifies that the representations and warranties made therein\nremain true and correct as if the representations and warranties were made\nherein as of the date hereof.\n\n     4.   Execution Counterparts.  This Second Amendment may be executed in any\nnumber of counterparts and by different parties hereto in separate counterparts,\neach of which when so executed and delivered shall be deemed to be an original\nand of which taken together shall constitute but one and the same instrument.\n\n     5.   Governing Law.  This Second Amendment shall be governed by and\nconstrued in accordance with the internal laws of the State of Texas.\n\n     6.   Successors and Assigns.  This Second Amendment is binding upon and\nshall inure to the benefit of Elmagco, Seller, Buyer, and their respective\nsuccessors and assigns.\n\n     7.   Headings.  The headings, captions and arrangements used in this Second\nAmendment are for convenience only and shall not affect the interpretation of\nthis Second Amendment.\n\n     8.   NO ORAL AGREEMENTS.  THIS SECOND AMENDMENT, WHEN TAKEN THERETO\nTOGETHER WITH THE PURCHASE AGREEMENT AND THE FIRST AMENDMENT AND THE SCHEDULES\nCONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES CONCERNING THE SUBJECT MATTER\nHEREOF AND SUPERSEDES ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND\nUNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF\nAND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR\nSUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.  THERE ARE NO\nORAL AGREEMENTS BETWEEN THE PARTIES HERETO.\n\n     EXECUTED this 23rd day of July, 1998.\n\n\n                                    ELMAGCO, INC.\n\n\n\n                                    By:___________________________________\n                                         H.B. Payne, Jr.\n                                         President and Chief Executive Officer\n\n                                      -2-\n\n \n                                    BEGEMANN, INC.\n\n\n\n                                    By:____________________________________\n                                    Name:_________________________________\n                                    Title:_______________________________\n\n\n                                    BOOTS &amp; COOTS INTERNATIONAL \n                                    WELL CONTROL, INC.\n\n\n\n                                    By:____________________________________\n                                         Thomas L. Easley\n                                         Vice President\n\n                                      -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":[9622,9627],"class_list":["post-43669","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-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43669","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=43669"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43669"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43669"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43669"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}