{"id":43670,"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-boots4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-elmagco-inc-begemann-inc-and-boots4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-elmagco-inc-begemann-inc-and-boots4.html","title":{"rendered":"Stock Purchase Agreement &#8211; Elmagco Inc., Begemann Inc. and Boots &#038; Coots International Well Control Inc."},"content":{"rendered":"<pre>                                FIRST AMENDMENT\n                          TO STOCK PURCHASE AGREEMENT\n\n     This First Amendment to Stock Purchase Agreement (the 'First Amendment')\ndated July 15, 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; and\n\n     WHEREAS, Elmagco, Seller, and Buyer desire to amend the Purchase Agreement\nas 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 to Defend Terms.  The parties hereto agree that the term\n'Subsidiaries' and 'Subsidiary' as used in the Purchase Agreement shall be\ndefined to include the following entities, both collectively and individually:\n(i) Baylor Electronics, Inc. a Texas corporation, (ii) Baylor Controls, Inc., a\nTexas corporation, (iii) Baylor Company, a Texas corporation, (iv) Baylor\nLimited, a United Kingdom corporation, and (v) Schottel, Inc., a Delaware\ncorporation.\n\n     3.   Amendment to Section 3.3.  The parties hereto agree that Section 3.3\nof the Purchase Agreement shall be amended and replaced in its entirety by the\nfollowing paragraph:\n\n          '3.3 Capital of Elmagco.  The authorized capital stock of Elmagco\n     consists of 2,000 shares of common stock, having a par value of $1.00 each,\n     of which 100 shares are issued and outstanding and 1,000 shares of\n     preferred stock, having a par value of $1.00 each, none of which are issued\n     and outstanding.  All of the Shares are validly issued, fully paid and non-\n     assessable.  There are no outstanding subscriptions, options, rights,\n     warrants, convertible securities, or other agreements or commitments\n     obligating Elmagco to issue or to transfer from treasury any additional\n     shares of its capital stock of any class.'\n\n     4.   Amendment to Schedule 3.5.  The attached Schedule 3.5 is incorporated\nherein \n\n \nand made a part of this Agreement and part of the Purchase Agreement by this\nreference. Effective July 15, 1998, the amended Schedule 3.5 shall supersede the\nSchedule 3.5 that was attached to the Purchase Agreement on June 22, 1998.\n\n     5.   Ratification.  The terms and provisions as set forth in this First\nAmendment shall modify and supersede all inconsistent terms and provisions set\nforth in the Purchase Agreement. Except as expressly modified and superseded by\nthis First Amendment, the terms and provisions of the Purchase Agreement and any\ninstruments executed in connection with the Purchase Agreement are hereby\nratified and confirmed and shall continue in full force and effect.  Except as\nexpressly modified and superseded by this First Amendment, each of the parties\nhereto specifically ratifies all representations and warranties made in the\nPurchase Agreement and certifies that the representations and warranties made\ntherein remain true and correct as if the representations and warranties were\nmade herein as of the date hereof.  Buyer hereby waives any and all claims with\nrespect to any representation or warranty made in Section 3.3 of the Purchase\nAgreement, Section 3.5 of the Purchase Agreement or Schedule 3.5 attached to the\nPurchase Agreement, to the extent such claim is based on a representation or\nwarranty that has been superseded by this First Amendment.\n\n     6.   Extension.\n\n          (a)  The parties hereto agree that the Closing shall take place at\n               such time and date, no later than 5:00 p.m. Houston time on July\n               23, 1998, as may be mutually agreed upon by Seller and Buyer, or,\n               if Seller and Buyer do not otherwise so agree, at 10:00 a.m.\n               Houston time on July 23, 1998.  Five o'clock p.m. Houston time,\n               on July 23, 1998 is hereinafter referred to as the 'New Closing\n               Deadline.'\n\n          (b)  In consideration of Seller's agreement to extend the date of\n               Closing beyond July 15, 1998, Buyer shall pay to Seller upon\n               execution of this First Amendment by Elmagco, Buyer, and Seller\n               the amount of $500,000.00 (the 'Extension Fee') by wire transfer\n               to Seller's counsel, Winstead Sechrest &amp; Minick P.C. Buyer\n               unconditionally and irrevocably authorizes Winstead Sechrest &amp; Minick P.C. to disburse the Extension Fee to Seller. The\n               Extension Fee is non-refundable, but shall be applied to the cash\n               portion of the Purchase Price at Closing if Seller receives the\n               cash portion of the Purchase Price prior to the New Closing\n               Deadline (receipt by Seller of the cash portion of the Purchase\n               Price is hereinafter referred to as 'Funding').\n\n          (c)  If Funding does not occur by the New Closing Deadline, Seller\n               shall be entitled to: (i) terminate the Purchase Agreement and\n               retain the Extension Fee; (ii) receive and recover from Buyer the\n               breakup fee pursuant to, and subject to the conditions of,\n               Section 2.3 of the Purchase Agreement, except that the parties\n               hereto agree that such break up fee shall be reduced by the\n               amount of the Extension Fee.\n\n \n          (d)  In addition to the foregoing, the Purchase Price and the cash\n               portion thereof due at Closing shall be increased by $27,000,000,\n               multiplied by Comerica Bank-Texas' base rate on July 15, 1998,\n               divided by 365, multiplied by the number of days after July 15,\n               1998 through and including the date on which Funding occurs.\n\n     7.   Execution Counterparts.  This First 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 all of which taken together shall constitute but one and the same\ninstrument.\n\n     8.   Governing Law.  This First Amendment shall be governed by and\nconstrued in accordance with the internal laws of the State of Texas.\n\n     9.   Successors and Assigns.  This First Amendment is binding upon and\nshall inure to the benefit of Elmagco, Seller, Buyer, and their respective\nsuccessors and assigns.\n\n     10.  Headings.  The headings, captions and arrangements used in this First\nAmendment are for convenience only and shall not affect the interpretation of\nthis First Amendment.\n\n     11.  NO ORAL AGREEMENTS.  THIS FIRST AMENDMENT, WHEN TAKEN TOGETHER WITH\nTHE PURCHASE AGREEMENT AND THE SCHEDULES THERETO, CONSTITUTE THE ENTIRE\nAGREEMENT AMONG THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES\nALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER\nWRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE\nCONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL\nAGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS\nBETWEEN THE PARTIES HERETO.\n\nEXECUTED this 15th day of July, 1998.\n\n                                   ELMAGCO, INC.\n\n\n\n                                        By:\n                                        H.B. Payne, Jr.\n                                        President and Chief Executive Officer\n\n\n                                   BEGEMANN, INC.\n\n\n\n                                        By:\n                                        James H. McTurnan\n                                        President\n\n\n                                   BOOTS &amp; COOTS INTERNATIONAL WELL\n                                   CONTROL, INC.\n\n\n\n                                        By:\n                                        Larry H. Ramming\n                                        Chairman of the Board\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-43670","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\/43670","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=43670"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43670"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43670"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43670"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}