1
EXHIBIT 10.26
FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT
This FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT, dated as of
June 1, 2000 (this "First Amendment"), is by and between BASIC ENERGY WELL
SERVICES, INC. (formerly named SIERRA WELL SERVICE, INC.), a Delaware
corporation (the "Company"), JOINT ENERGY DEVELOPMENT INVESTMENTS II LIMITED
PARTNERSHIP, a Delaware limited partnership ("JEDI II") and the "Other
Stockholders" listed on the signature page hereto (together with JEDI II, each a
"Stockholder" and collectively, the "Stockholders"), and amends certain
provisions of that Stockholders Agreement dated as of March 21, 2000 (the
"Agreement") between the Company and each of the Stockholders.
R E C I T A L S
WHEREAS, the Company and each of the Stockholders are party to
the Agreement; and
WHEREAS, subsequent to the Agreement, the parties have agreed
to modify certain terms of the Agreement as set forth below; and
WHEREAS, in connection with the execution and delivery of this
First Amendment and the Agreement, the Company has commenced a firm commitment
underwritten public offering pursuant to a registration statement under the
Securities Act and desires to further amend certain terms of the Agreement and
the Certificates of Designations for the Preferred Stock (as defined below);
NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants hereinafter set forth, the parties hereto hereby
agree as follows:
SECTION 1. Certain Defined Terms. As used in this First
Amendment, defined terms not otherwise defined herein shall have the meanings
ascribed thereto in the Agreement.
SECTION 2. Termination of Old Stockholders' Agreement. The
Company, JEDI II and each of the other Stockholders hereby agree that Section 2
of the Agreement is hereby amended and restated in its entirety as follows:
SECTION 2. Termination of Old Stockholders' Agreement. The
Company, JEDI II and each of the other Stockholders hereby agree the
Old Stockholders' Agreement shall be terminated and of no further force
and effect immediately and without further action by the Company or any
Stockholder at such time as the Company (1) has completed an Initial
Public Offering by June 30, 2000, (2) repaid a portion of the
Subordinated Debt, together with accrued and unpaid interest, such that
not more than $10 million aggregate principal amount remains
outstanding, and (3) the shares of Series A Preferred Stock are no
longer outstanding.
2
SECTION 3. Agreements relating to Series B Preferred Stock.
The Company, JEDI II and each of the other Stockholders hereby agree that
Section 3(a) of the Agreement is hereby amended and restated in its entirety as
follows:
SECTION 3. Agreements relating to Series B Preferred Stock.
The Company and JEDI II hereby agree that notwithstanding the existing
terms of the Series B Preferred Stock:
(a) JEDI II hereby elects to convert its shares of Series B
Preferred Stock, and that all its shares of Series B Preferred Stock
shall be converted immediately and without further action by JEDI II,
otherwise in accordance with Section 8 of the Series B Designation,
effective immediately at such time as the Company (1) has completed an
Initial Public Offering by June 30, 2000, (2) repaid a portion of the
Subordinated Debt, together with accrued and unpaid interest, such that
not more than $10 million aggregate principal amount remains
outstanding, and (3) the shares of Series A Preferred Stock are no
longer outstanding; and
SECTION 4. Agreements relating to Series C Preferred Stock.
The Company, JEDI II and each of the other Stockholders hereby agree that
Section 4 of the Agreement is hereby amended and restated in its entirety as
follows:
SECTION 4. Agreements relating to Series C Preferred Stock.
The Company and JEDI II hereby agree that notwithstanding the
provisions set forth in the Series C Designation, the shares of Series
C Preferred Stock shall be delivered to the Company and canceled at
such time as the Company (1) has completed an Initial Public Offering
by June 30, 2000, (2) repaid a portion of the Subordinated Debt,
together with accrued and unpaid interest, such that not more than $10
million aggregate principal amount remains outstanding, and (3) the
shares of Series A Preferred Stock are no longer outstanding and (4)
has paid to JEDI II an additional $1,000. JEDI II hereby agrees that it
will not transfer the shares of Series C Preferred Stock prior to June
30, 2000, other than to Affiliates of JEDI II who agree to be bound by
the terms of this Agreement.
SECTION 5. Removal of Legend. The Company, JEDI II and each of
the other Stockholders hereby agree that Section 5 of the Agreement is hereby
amended and restated in its entirety as follows:
SECTION 5. Removal of Legend. Each of the Stockholders hereby
directs the Company, and the Company hereby agrees, to remove
the current legend on any certificates relating to the
Company's securities required by the Old Stockholders'
Agreement as promptly as practicable following after such time
as the Company (1) has completed an Initial Public Offering by
June 30, 2000, (2) repaid a portion of the Subordinated Debt,
together with accrued and unpaid interest, such that not
-2-
3
more than $10 million aggregate principal amount remains
outstanding, and (3) the shares of Series A Preferred Stock
are no longer outstanding.
SECTION 6. Miscellaneous.
(a) Entire Agreement. This First Amendment, together with the
Agreement, is intended by the parties to be a final expression of their
agreement and a complete and exclusive statement of their agreement and
understanding in respect of the subject matter contained herein and therein.
Except as expressly set forth herein, this First Amendment shall be governed by
the other terms and conditions of the Agreement, including, without limitation,
terms and conditions relating to notices, choice of law and arbitration.
-3-
4
IN WITNESS WHEREOF, the parties hereto have duly executed this
First Amendment in their individual capacity or caused it to be duly executed by
their respective authorized signatories thereunto duly authorized as of the date
first above written.
BASIC ENERGY SERVICES, INC.
(formerly named Sierra Well Service, Inc.)
By /s/ Kenneth V. Huseman
--------------------------------------
Name: Kenneth V. Huseman
Title: President
JOINT ENERGY DEVELOPMENT INVESTMENTS II
LIMITED PARTNERSHIP
By: Enron Capital Management II Limited
Partnership, its General Partner
By: Enron Capital II Corporation,
its General Partner
By: /s/ Richard D. Bye
--------------------------------------
Name: Richard D. Bye
Title: Executive Vice President
Address:
c/o Enron Corp.
1400 Smith Street
Houston, Texas 77002
Attention: General Counsel
-4-
5
Other Stockholders:
SOUTHWEST ROYALTIES, INC.
By: /s/ H. H. Wommack, III
--------------------------------------
Name: H. H. Wommack, III
Title: President
Address:
406 North Big Spring
Midland, Texas 79701
Attention: President
SOUTHWEST PARTNERS II, L.P.
By: Southwest Royalties, Inc., its
General Partner
By: /s/ H. H. Wommack, III
--------------------------------------
Name: H. H. Wommack, III
Title: President
Address:
406 North Big Spring
Midland, Texas 79701
Attention: General Partner
SOUTHWEST PARTNERS III, L.P.
By: Southwest Royalties, Inc.,
its General Partner
By: /s/ H. H. Wommack III
--------------------------------------
Name: H. H. Wommack III
Title: President
Address:
406 North Big Spring
Midland, Texas 79701
Attention: General Partner
-5-
6
/s/ Joey D. Fields
-----------------------------------------
JOEY D. FIELDS
Address:
406 North Big Spring
Midland, Texas 79701
/s/ Dub W. Harrison
-----------------------------------------
DUB W. HARRISON
Address:
406 North Big Spring
Midland, Texas 79701
/s/ Kenneth V. Huseman
-----------------------------------------
KENNETH V. HUSEMAN
Address:
406 North Big Spring
Midland, Texas 79701
-6-