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EXHIBIT 10.30
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of the
23rd day of March, 1998, among Dailey International Inc., a Delaware
corporation (the "Issuer"), and the shareholders of Integrated Drilling Services
Limited, Aberdeen ("Integrated") signatory hereto (collectively, the
"Stockholders").
WITNESSETH:
WHEREAS, the Issuer and the Stockholders have entered into that certain
Share Purchase Agreement dated January 14, 1998 (the "Purchase Agreement")
pursuant to which the Issuer agreed to acquire all of the outstanding share
capital of Integrated in consideration for cash and 1,064,600 shares of Class A
Common Stock, $.01 par value, of the Issuer;
WHEREAS, pursuant to the Purchase Agreement, the Issuer agreed to grant
to the Stockholders certain registration rights with respect to the shares to be
issued to the Stockholders pursuant to the Purchase Agreement; and
WHEREAS, the Issuer and the Stockholders desire to memorialize their
agreement with respect to the future registration of the shares to be issued to
the Stockholders pursuant to the Purchase Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Agreement shall (a) include the singular
as well as the plural, (b) include the masculine as well as the feminine and
neutral and (c) have the meanings given to them in this Article I, unless
defined elsewhere in this Agreement.
"Commission" means the Securities and Exchange Commission of the United
States of America or any other federal agency at the time administering the
Securities Act;
"Common Stock" means (a) all shares now or hereafter authorized and
designated as the common stock of the Issuer, including (without limitation) the
Issuer's presently authorized Class A Common Stock and Class B Common Stock and
(b) any securities issued or issuable with respect to any such securities by way
of stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation, or the reorganization or otherwise upon
any required adjustments, and securities of any other class with which such
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securities may hereafter have been exchanged or reclassified; or the inability
for reasons beyond the Issuer's control to provide any required financial
statements
"Party" means any of the Issuer or any Stockholder or any Permitted
Transferree to whom a Stockholder's rights under this Agreement have been
assigned in accordance with the terms hereof; and "Parties" shall mean all of
such Persons, collectively;
"Permitted Transferee" means, with respect to the Shares issued to any
individual Stockholder, (i) the spouse, siblings or issue or spouses of siblings
or issue of such Stockholder; (ii) a trust or custodial account for the sole
benefit of such Stockholder or the spouse, siblings or issue of such
Stockholder; (iii) a partnership, limited liability company or other entity, the
majority and controlling equity owners of which are a Stockholder or the spouse,
siblings or issue or spouses of siblings or issue of such Stockholder or any
trust referred to in clause (ii) above; or (iv) the personal representative of a
Stockholder upon the death of such Stockholder for the purposes of
administration of such Stockholder's estate or upon the incompetency of such
Stockholder for the purposes of the protection and management of such
Stockholder's assets and to transferees from any such personal representative
provided the transferee would otherwise have been a Permitted Transferee of the
deceased or incompetent Stockholder, and with respect to 3i Group plc, any
corporation, partnership or other entity controlled by or under common control
with 3i Group plc provided such Permitted Transferree remains controlled by or
under common control of 3i Group plc during the two year period following the
date of this Agreement.
"Person" means any natural person or entity of any kind, including
(without limitation) corporations, partnerships, limited liability companies,
Governmental Entities and any other entity organized or formed under the law of
any jurisdiction;
"Securities Act" means the Securities Act of 1933, as amended, and the
regulations promulgated from time to time thereunder.
"Shares" means the shares of Common Stock issued to the Stockholders
pursuant to the Purchase Agreement. As to any particular Shares, such Shares
shall cease to be Shares when (a) they have been sold pursuant to an effective
registration statement, (b) they shall have been distributed to a third party
(other than another Stockholder or a Permitted Transferree pursuant to the terms
of this Agreement) pursuant to a valid exemption from registration under the
Securities Act, or (c) they shall cease to be outstanding.
ARTICLE II
DEMAND REGISTRATIONS
After the 120th day following the date hereof, 3i Group plc
shall have the right to require, pursuant to a written demand under this Section
setting forth the intended method of distribution, the Issuer to register under
the Securities Act the sale of all or a part of the Shares owned by 3i Group plc
and to maintain such registration statement in effect for a period not to exceed
90 days; provided, however, the Issuer may defer preparing and filing any
registration statement pursuant to this Section, or any amendment or supplement
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thereto, and may suspend sales thereunder, during any period of time when the
Issuer reasonably and in good faith believes that the filing thereof at such
time, or the offering of securities pursuant thereto, would (a) in the good
faith reasonable belief of the Issuer, materially and adversely affect a pending
or proposed public offering of securities of the Issuer, a material (determined
in the good faith reasonable belief of the Issuer) acquisition, merger,
recapitalization, consolidation, reorganization or similar transaction relating
to the Issuer or negotiations, discussions or pending proposals with respect
thereto or otherwise require premature disclosure of information not otherwise
required to be disclosed and disclosure at such time would in the good faith
reasonable belief of the Issuer materially and adversely affect the Issuer or
(b) require the Issuer to include in such registration statement financial
statements that are not yet available; provided, however, that such period of
sale or distribution shall resume after any such suspension for a number of days
necessary to keep such registration effective for permitted sales thereunder for
an aggregate term of 90 days. Notwithstanding the foregoing, the Issuer may not
defer filing of a registration statement pursuant to this Article, or any
amendment or supplement thereto, or continue the suspension of the sale and
distribution of Shares, in each case pursuant to the foregoing provisions, once
the above circumstances no longer apply or the financial statements become
available and, in any event, for more than 90 consecutive days, and in no event
for more than 180 days in the aggregate for all deferrals and suspensions
relating to such registration statement. The Issuer shall not be required to
register any Shares pursuant to this Article II if prior to the date of such
demand it shall have effected a registration of Shares pursuant to this Article
II; provided, however, notwithstanding anything contained herein to the
contrary, during the period that the Issuer has deferred the filing of a
registration statement pursuant to this Article II or has suspended the sale or
distribution of Shares pursuant to such registration (but only if the period for
such suspension exceeds 15 days), 3i Group plc may through written notice to the
Issuer withdraw such demand pursuant to this Article II and it will not be
considered to have made a demand under this Article and 3i Group plc will then
be entitled to make another demand pursuant to the terms and conditions of this
Article II. In the event of an underwritten offering pursuant to this Article
II, the Issuer shall have the right to select the managing underwriters for such
offering that are reasonably acceptable to 3i Group plc (for this purpose, the
Parties agree that Jefferies & Company shall be considered reasonably
acceptable).
ARTICLE III
PIGGYBACK REGISTRATIONS
If, at any time after the date hereof, the Issuer proposes to register
under the Securities Act any shares of Common Stock for sale pursuant to an
underwritten public offering of the Common Stock (except with respect to
registration statements filed on Forms S-4, S-8 or such other forms as shall be
prescribed under the Securities Act for the same purposes as such form) or 3i
Group plc has demanded a registration of Shares pursuant to Article II, it will
at each such time, prior to the filing of any such registration statement, give
written notice to each Stockholder (except that no notice is required to be
delivered to 3i Group plc in the event the piggyback rights under this Article
III are triggered by a demand pursuant to Article II) that owns Shares at such
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time of its intention so to do, regardless of whether the Stockholders have
previously exercised piggyback registration rights or demand rights as to any
other Shares held by them, and, upon the written request of such Stockholder
(which must specify the number of Shares then owned by such Stockholder to be
included in such registration) delivered to the Issuer within ten days of
receipt of the Issuer's notice, the Issuer will use its best efforts to cause
any Shares as to which registration shall have been so requested to be included
in the Common Stock to be covered by the registration statement proposed to be
filed by the Issuer. Nothing contained in this Article III shall, however, limit
the Issuer's right to cancel, postpone or withdraw any such proposed
registration for any reason. Any request by a Stockholder pursuant to this
Article III to register Shares for sale in an underwriting shall be on the same
terms and conditions as the shares of Common Stock to be registered and sold
through underwriters under such registration; provided, however, that as a
condition to such inclusion a Stockholder shall execute an underwriting
agreement acceptable to the underwriters and, if requested, a custody agreement
and power of attorney, in each case, having such customary terms as the
underwriters shall request, and may include indemnification for the benefit of
the underwriters with respect to information provided by the Stockholder in
writing specifically for inclusion in the registration statement limited in
amount to the net proceeds received by such Stockholder from the sale of Shares
in such offering, and if the managing underwriter determines and advises in
writing that the inclusion in the underwriting of all Shares proposed to be
included by a Stockholder and any other shares of Common Stock sought to be
registered by any other stockholder of the Issuer exercising piggyback rights
comparable to those of a Stockholder under this Article (the "Other Common
Stock") would, in its reasonable and good faith judgment, interfere with the
successful marketing of the securities proposed to be registered for
underwriting by the Issuer or by any holder of Common Stock having the right to
require the Issuer to file a registration statement to register such Common
Stock, then the number of Shares and Other Common Stock requested to be included
in the underwriting shall be reduced pro rata among the Stockholders and the
holders of Other Common Stock requesting such registration and inclusion in the
underwriting and may, in the determination of such managing underwriter and
consistent with pro rata reduction, be reduced to zero.
ARTICLE IV
REGISTRATION PROCEDURES
4.1 Procedure. If and whenever the Issuer is required by the
provisions of this Agreement to effect the registration of any Shares under the
Securities Act, the Issuer will, subject to the other provisions of this Section
4.1:
(a) as expeditiously as reasonably practicable and in any case
within 30 days after demand therefor, prepare and file with the Commission a
registration statement on the appropriate form with respect to such Shares and
use reasonable efforts to cause such registration statement to become and remain
effective;
(b) as expeditiously as reasonably practicable, prepare and
file with the Commission such amendments and supplements to such registration
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statement and the prospectus used in connection therewith as may be necessary to
keep such registration statement current and effective and to comply with the
provisions of the Securities Act with respect to the disposition of such Shares
covered by such registration statement in accordance with the intended method of
distribution set forth in such registration statement; provided, however, that,
before filing any registration statement or any amendments or supplements
thereto, the Issuer shall furnish to and afford the Stockholders owning such
Shares a reasonable opportunity to review and comment on copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed;
(c) as expeditiously as reasonably practicable, furnish to the
Stockholders such number of copies of prospectuses and preliminary prospectuses
in conformity with the requirements of the Securities Act, and such other
documents as the Stockholders may reasonably request, in order to facilitate the
public sale or other disposition of such Shares; provided, however, that the
obligation of the Issuer to deliver copies of prospectuses or preliminary
prospectuses to the Stockholders shall be subject to the receipt by the Issuer
of reasonable assurances from the Stockholders that they will comply with the
applicable provisions of the Securities Act and of such other securities laws as
may be applicable in connection with any use by it of any prospectuses or
preliminary prospectuses;
(d) as expeditiously as practicable, use its best efforts to
register or qualify Shares covered by such registration statement under such
other securities laws of such United States jurisdictions as the Stockholders
shall reasonably request (considering the nature and size of the offering) and
do any and all other acts and things which may be necessary or desirable to
enable the Stockholders to consummate the public sale or other disposition in
such jurisdictions of the Shares;
(e) bear all Registration Expenses in connection with all
registrations hereunder, including without limitation, (i) all registration and
filing fees and listing and quotation fees; (ii) all printing expenses,
including those relating to the issuance of new unlegended shares certificates;
(iii) all fees, expenses and disbursements of counsel for the Issuer; (iv) all
blue sky fees and expenses and fees and expenses of counsel associated
therewith; and (v) all fees and expenses of accountants for the Issuer,
including in relation to the delivery of a comfort letter, if required, and
(vi), in the event such registration is pursuant to Article III or an
underwritten offering demanded pursuant to Article II, all marketing expenses
and costs that are not Selling Expenses (as defined below); provided, however,
in the event such registration is pursuant to a demand under Article II for an
underwritten public offering, Registration Expenses shall not include the
reasonable and customary fees of accountants for the Issuer incurred in
connection with the delivery of a comfort letter or the reasonable and customary
fees of Issuer's counsel incurred in connection with the negotiation of an
underwriting agreement on behalf of the Issuer, which fees and expenses shall be
included in the definition of Selling Expenses set forth below; provided
further, however, that all Selling Expenses (as defined below) of the Shares in
connection with each registration pursuant to this Section 0 shall be borne by
the Stockholders. All (i) underwriting fees and discounts and brokerage and
selling commissions relating to Shares to be registered for sale by the
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Stockholders, (ii) fees and expenses and disbursements of the counsel for the
Stockholders and (iii) the proportionate share of fees and expenses and
disbursements of underwriter's counsel applicable to the sales by the
Stockholders in connection with any such registration (but only so long as the
Company and all other selling stockholders in such registration bear their
proportionate share of such expenses), are herein referred to as "Selling
Expenses";
(f) keep each registration pursuant to Section 0 hereof
effective for a period of up to 90 days or such shorter period of time until the
transfer or sale of all Shares so registered has been completed;
(g) promptly notify each Stockholder (A) when the registration
statement or any related prospectus or any amendment or supplement has been
filed, and, with respect to the registration statement or any post-effective
amendment, when the same has become effective, (B) of any request by the
Commission for amendments or supplements to the registration statement or the
related prospectus or for additional information or (C) of any order issued by
the Commission suspending the effectiveness of such registration statement or
preventing or suspending the use of a prospectus or (D) of the receipt by it of
notification suspending the qualification (or exemption from qualification) of
any of the Shares for sale in any jurisdiction, and the Issuer shall use
commercially reasonable efforts to prevent the issuance of any such order or
suspension referred to in clauses (C) or (D) and, if any such order or
suspension is issued, shall use commercially reasonable efforts to obtain the
withdrawal of any such order or suspension at the earliest possible moment;
(h) promptly upon becoming aware thereof, notify each
Stockholder and underwriter of such Shares, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
occurrence of an event requiring the preparation of a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of such
Shares, such prospectus will not contain an untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading and promptly make available to such Stockholders and
underwriters any such supplement or amendment, unless a period of suspension of
sales permitted pursuant to Article II is in effect; in which case no supplement
or amendment need be furnished during the period of such suspension;
(i) use its best efforts to cause all Shares covered by such
registration statement to be (A) qualified for trading on the National
Association of Securities Dealers Automated Quotation--National Market System
("NASDAQ") or (B) listed or qualified for trading on any other stock exchange or
quotation service on which the Issuer's outstanding shares of Common Stock are
listed or qualified for trading;
(j) to the extent reasonably and commercially practicable and
at the sole cost and expense of the Stockholders, permit any Stockholder to
participate with any underwriter in such due diligence activities as are being
conducted by such underwrtier as are reasonably necessary to enable such
Stockholder to exercise "reasonable care" for purposes of Section 12(2) of the
Securities Act; provided, however, each such Stockholder executes a
confidentiality agreement reasonably satisfactory to the Issuer; and provided
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further, however, nothing herein shall be construed as requreing the Issuer to
provide more information or greater access to information or Issuer personnel
than the Issuer provides to the applicable underwriters; and
(k) in connection with an underwritten offering of Shares
owned by 3i Group plc demanded pursuant to Article II, enter into an
underwriting agreement in such form as is reasonable and customary in
underwritten offerings made by selling security holders and take such other
commericially reasonable actions as are reasonably requested by the managing
underwriters for such underwritten offering in order to facilitate the
registration or the distribution of such Shares; provided, however, nothing
contained herein shall be construed herein as requiring any officer or director
or other employee of the Issuer to participate in any "road show" or require the
Issuer to draft or prepare any prospectus or marketing documents except such
documents that meet the requirements of the Securities Act and applicable blue
sky laws;
4.2 Stockholders' Information. The Issuer may require each Stockholder
including shares in a registration statement pursuant to the terms hereof to
promptly furnish the Issuer, as a condition precedent to including Shares in any
registration, such information regarding the Stockholder and the intended method
of distribution of such securities by the Stockholder as the Issuer may from
time to time reasonably request in writing.
ARTICLE V
TERMINATION
The Issuer's obligations to register Shares pursuant to Article II and
III hereof, shall terminate after two years from the date hereof.
ARTICLE VI
INDEMNIFICATION
6.1 Indemnification by the Issuer. In the event of a registration of
any Shares under the Securities Act pursuant to this Agreement, the Issuer will
indemnify and hold harmless the Stockholders and any other Person, if any, who
controls any of the Stockholders within the meaning of Section 15 of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which the Stockholders or such controlling Person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities or actions in respect thereof arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained, on
the effective date thereof, in any registration statement under which such
Shares were registered under the Securities Act, any preliminary prospectus
provided by the Issuer or final prospectus contained therein, or any amendment
thereof or supplement thereto, including all documents incorporated by reference
therein, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each of the
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Stockholders and each such controlling Person for any legal or any other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Issuer will not be liable to a Stockholder to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, such preliminary prospectus, such final prospectus
or such amendment or supplement, including all documents incorporated by
reference therein, in reliance upon and in conformity with written information
furnished to the Issuer by or on behalf of such Stockholder or a controlling
Person of such Stockholder specifically for use therein.
6.2 Indemnification by the Stockholders. In the event of any
registration of any Shares under the Securities Act pursuant to this Agreement,
each of the Stockholders will indemnify and hold harmless the Issuer and each
Person, if any, who controls the Issuer within the meaning of Section 15 of the
Securities Act, each officer of the Issuer who signs the registration statement,
each director of the Issuer and each underwriter (if any) and each Person who
controls any underwriter (if any) within the meaning of Section 15 of the
Securities Act, against any and all such losses, claims, damages, liabilities or
actions which the Issuer or such officer, director, underwriter (if any) or
controlling Person may become subject under the Securities Act or otherwise, and
will reimburse the Issuer, each such officer, director, underwriter (if any) and
controlling Person for any legal or any other expenses reasonably incurred by
such party in connection with investigating or defending any such loss, claim,
damage, liability or action, if (a) such loss, claim, damage, liability or
action in respect thereof arises out of any untrue statement or alleged untrue
statement of any material fact contained in any such registration statement or
any such prospectus, or any amendment thereof or supplement thereto, or arises
out of or is based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such statement or omission was made in reliance upon
and in conformity with written information furnished to the Issuer by or on
behalf of such Stockholder specifically for use in connection with the
preparation of such registration statement or prospectus or (b) such loss,
claim, damage, liability or action in respect thereof arises out of or is based
upon such Stockholder's failure to deliver the prospectus or prospectus
supplement made available to it by the Issuer for such purpose prior to the date
such prospectus is required to be delivered or otherwise comply with applicable
laws regarding the same; provided, however, that the liability of any
Stockholder pursuant to this Section 6.2 shall not exceed the proceeds received
by such Stockholder from the sale of Shares by it pursuant to such registration
statement or prospectus and giving rise to the claim for indemnification.
6.3 Contribution. If the indemnification provided in Sections 6.1 and
6.2 is unavailable to an indemnified Party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying Party in lieu of indemnifying such indemnified Party, shall
contribute to the amount paid or payable by the such indemnified Party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
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Party and the indemnified Party. The relative fault of such indemnifying Party
and indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or related to information supplied by, such indemnifying Party or
indemnified Party, and the parties, relative intent, knowledge, access to
information and opportunity to correct or present such action; provided however,
that in no event shall the liability of the Person selling Shares hereunder be
greater than the net proceeds received by such Person upon the sale of the
Shares giving rise to the indemnification obligation. The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section
6.3 were determined by pro rata allocation or by any other method of allocations
that does not take into account the equitable considerations referred to in this
Section 6.3.
6.4 Notices of Claims, etc. Promptly after receipt by any indemnified
Person of notice of any claim or commencement of any action in respect of which
indemnity is to be sought against an indemnifying Person pursuant to this
Agreement, such indemnified Person shall notify the indemnifying Person in
writing of such claim or of the commencement of such action, and, subject to
provisions hereinafter stated, in case any such action shall be brought against
an indemnified Person and such indemnifying Person shall have been notified of
the same, such indemnifying Person shall be entitled to participate therein,
and, to the extent it shall wish, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified Person, and after notice from the
indemnifying Person to such indemnified Person of its election to assume the
defense thereof, such indemnifying Person shall not be liable to such
indemnified Person in connection with the defense thereof; provided, however, if
there exists or will exist a conflict of interest which would make it
inappropriate in the reasonable judgment of the indemnified Person for the same
counsel to represent both the indemnified Person and such indemnifying Person
then such indemnified Person shall be entitled to retain its own counsel at the
expense of such indemnifying Person; provided further, however, the indemnifying
Person shall not be required to pay for more than one separate counsel for all
of the indemnified Persons in addition to any local counsel.
6.5 Indemnification Payments. The indemnification or contribution
required by this Article VI shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are
received or expense, loss, damage or liability is incurred subject to an
undertaking of the indemnified Party to repay or refund any amounts to which it
is not entitled under the provisions hereof.
ARTICLE VII
MISCELLANEOUS
7.1 Notices. Any notice, request, response, instruction or other
document to be given hereunder by any Party to any other Party shall be in
writing and delivered personally, via telecopy (with receipt confirmed), by
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recognized international courier service (with receipt confirmed) or by
registered or certified United States mail, postage prepaid, as follows:
(a) if to the Issuer, to:
Dailey International Inc.
2507 North Frazier
P.O. Box 1863
Conroe, Texas 77305
Attention: General Counsel
Telecopy Number: (409) 539-2132 (confirm) (281) 350-3399
(b) if to the Stockholders, to the addresses set forth opposite
their names on the signature pages hereto:
or at such other addresses for a Party as shall be specified by like notice. Any
notice that is delivered personally in the manner provided herein shall be
deemed to have been duly given to the Party to whom it is directed upon actual
receipt by such Party (or its agent for notices hereunder). Any notice that is
addressed and mailed in the manner herein provided shall be conclusively
presumed to have been duly given to the Party to which it is addressed at the
close of business, local time of the recipient, on the tenth day after the day
it is so placed in the mail. Any notice that is sent by telecopy shall be deemed
to have been duly given to the Party to which it is addressed upon telephonic
confirmation of the same as provided herein. A copy of any notices delivered by
telecopy shall promptly be mailed in the manner herein provided to the Party to
which such notice was given. Any notice that is sent by internationally
recognized courier service shall be deemed to have been duly given to the Party
to which it is addressed upon confirmation of delivery in writing by such
delivery service. The following international delivery services shall be deemed
to be "recognized" for the purposes of this Agreement: DHL, Federal Express,
Airborne Express and Purolater.
7.2 Holdback. Provided such Stockholder has been given prior written
notice of such underwritten registration statement and the underwriters have so
requested, each Stockholder agrees not to effect any public sale or public
distribution of equity securities of the Issuer, or any securities convertible
into or exchangeable or exercisable for such securities, during the seven days
prior to and for a period of 90 days beginning on the effective date of an
underwritten registration statement covering the Common Stock (except as part of
such underwritten registration), unless the underwriters managing the offering
otherwise agree.
7.3 No Third-Person Beneficiaries. This Agreement is intended solely
for the benefit of the Parties and their respective successors and permitted
assigns. Nothing in this Agreement shall be construed to create any duty to, or
standard of care with reference to, or liability of a Party to, any Person not a
Party. Notwithstanding the foregoing, any Permitted Transferee shall be a third
party beneficiary or intended beneficiary to the agreement made hereunder by a
Stockholder so long as such Stockholder has granted rights under this Agreement
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to such Permitted Transferee, and any such third party beneficiary shall have
the right to enforce such Agreement directly to the extent it deems such
enforcement necessary or advisable.
7.4 Assignment. The Agreement cannot be assigned by the Issuer or any
Stockholder without the prior written consent of the Issuer (except that it may
be assigned by a Stockholder to a Permitted Transferee of such Stockholder upon
15 days prior notice to the Issuer). This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the Parties and their respective
heirs, executors, successors and permitted assigns.
7.5 Headings. The headings of the Articles and Sections of this
Agreement are included for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction hereof or
thereof.
7.6 Severability of Provisions. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic and
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any Party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the Parties
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.
7.7 Entire Agreement. This Agreement constitutes the sole
understanding of the Parties with respect to the matters provided for herein and
supersedes any previous agreements and understandings between the Parties with
respect to the subject matter hereof.
7.8 Construction and Reference. Words used in this Agreement,
regardless of the number or gender specifically used, shall be deemed and
construed to include any other number, singular or plural, and any other gender,
masculine, feminine or neuter, as the context shall require. Unless otherwise
specified, all references in this Agreement to Articles, Sections, paragraphs or
clauses are deemed references to the corresponding Articles, Sections,
paragraphs or clauses in this Agreement.
7.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.
7.10 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK (REGARDLESS OF LAWS THAT MIGHT OTHERWISE GOVERN UNDER
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS).
SIGNATURES BEGIN ON THE FOLLOWING PAGE
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IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement
as of the date first set forth in the introduction to this Agreement.
DAILEY INTERNATIONAL INC.
By:
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James F. Farr
President
STOCKHOLDERS
3I GROUP PLC
By: _________________________________ /s/ Roland W. Wessel
Name:________________________________ -----------------------------------
Title: ______________________________ Roland W. Wessel
/s/ Jean P.R. Buyaert /s/ Paul A. Petry
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Jean P.R. Buyaert Paul A. Petrey
/s/ John D. Mullenger /s/ Paul A. McClure
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John D. Mullenger Paul A. McClure
/s/ John P. Neal /s/ Allen F. Bollinger
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John P. Neal Allen F. Bollinger
/s/ John Niven /s/ Julie Thomson
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John Niven Julie Thomson