FIRST RESERVE CORPORATION
June 23, 1995
Enterra Corporation
13100 Northwest Freeway
6th Floor
Houston, TX 77040-6310
Attention: D. Dale Wood, Chairman of the
Board, President and Chief
Executive Officer
Reference is made to the attached Letter Agreement dated June 23, 1995
between First Reserve Corporation, the First Reserve Funds (as set forth
therein) and Weatherford International Incorporated (the "Letter Agreement").
As an inducement to, and in consideration of, Enterra Corporation's ("Enterra")
consenting to the Letter Agreement, the undersigned covenants and agrees that at
any meeting of the stockholders of Enterra at which the adoption of the
Agreement and Plan of Merger between Weatherford and Enterra dated June 23, 1995
(the "Agreement") is to be voted upon, if the Board of Directors of Enterra is
recommending, at the time of such meeting, the stockholders of Enterra vote
against the adoption of the Agreement, the undersigned will vote any securities
of Enterra over which the undersigned has voting authority against such
adoption.
Very truly yours,
FIRST RESERVE CORPORATION
By:\s\ William E. Macaulay
---------------------------
William E. Macaulay
President and Chief
Executive Officer
FIRST RESERVE FUNDS:
AMERICAN GAS & OIL INVESTORS
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:\s\William E. Macaulay
---------------------------
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
AMGO II, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:\s\ William E. Macaulay
-------------------------
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
AMGO III, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:\s\ William E. Macaulay
-------------------------
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
FIRST RESERVE SECURED ENERGY ASSETS FUND,
L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:\s\ William E. Macaulay
-------------------------
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
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FIRST RESERVE FUND V, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:\s\ William E. Macaulay
-------------------------
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
FIRST RESERVE FUND V-2, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:\s\ William E. Macaulay
-------------------------
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
FIRST RESERVE FUND VI, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:\s\ William E. Macaulay
-------------------------
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
AGREED AND CONFIRMED:
ENTERRA CORPORATION
By:\s\ D. Dale Wood
--------------------------
D. Dale Wood
Chairman of the Board,
President and Chief
Executive Officer
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FIRST RESERVE CORPORATION
June 23, 1995
Weatherford International Incorporated
1360 Post Oak Boulevard
Suite 1000
Houston, TX 77056-3098
Attention: Philip Burguieres, Chairman
of the Board, President and
Chief Executive Officer
Reference is made to the Agreement and Plan of Merger between
Weatherford International Incorporated ("Weatherford") and Enterra Corporation
("Enterra") dated June 23, 1995 (the "Agreement"), which provides for the merger
of Enterra with and into Weatherford (the "Merger"). As an inducement to, and in
consideration of, Weatherford's entering into the Agreement, the undersigned
covenants and agrees as follows:
(i) At any meeting of the stockholders of Enterra at
which the adoption of the Agreement is to be voted
upon, the undersigned will vote any voting
securities of Enterra over which the undersigned
has voting authority in favor of adoption of the
Agreement unless the Board of Directors of Enterra
is recommending, at the time of such meeting, that
stockholders of Enterra vote against such adoption
in view of the pendency of an Enterra Superior
Proposal (as defined in the Agreement).
(ii) The undersigned will not directly or indirectly
(a) solicit, initiate or encourage the submission
of any Enterra Takeover Proposal (as defined in
the Agreement), (b) enter into any agreement with
respect to an Enterra Takeover Proposal or (c)
participate in any discussion or negotiation
regarding, or furnish to any person any
information with respect to, the making of any
proposal that constitutes, or may reasonably be
expected to lead to, any Enterra Takeover
Proposal; provided that the foregoing clause (c)
shall not prohibit any affiliate of the
undersigned who serves as a director of Enterra
from acting (subject to Section 7.2 of the
Agreement) solely in his capacity as a director of
Enterra.
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(iii) The undersigned will not sell, contract to sell or
otherwise dispose of any voting securities of Enterra
over which the undersigned has dispositive authority.
Very truly yours,
FIRST RESERVE CORPORATION
By: /s/ William E. Macaulay
------------------------------
William E. Macaulay
President and Chief
Executive Officer
FIRST RESERVE FUNDS:
AMERICAN GAS & OIL INVESTORS
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:/s/ William E. Macaulay
--------------------------
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
- 2 -
AMGO II, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:/s/ William E. Macaulay
--------------------------
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
- 3 -
AMGO III, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:/s/ William E. Macaulay
--------------------------
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
FIRST RESERVE SECURED ENERGY
ASSETS FUND, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:/s/ William E. Macaulay
--------------------------
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
FIRST RESERVE FUND V, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:/s/ William E. Macaulay
--------------------------
William E. Macaulay
- 4 -
President and Chief
Executive Officer,
First Reserve Corporation
FIRST RESERVE FUND V-2, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:/s/ William E. Macaulay
--------------------------
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
- 5 -
FIRST RESERVE FUND VI, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General Partner
By:/s/ William E. Macaulay
--------------------------
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
AGREED AND CONFIRMED:
WEATHERFORD INTERNATIONAL INCORPORATED
By: /s/ Philip Burguieres
------------------------------
Philip Burguieres
Chairman of the Board,
President and Chief
Executive Officer
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