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EXHIBIT (e)(4)
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Texoil, Inc., a Nevada corporation (the "Company"), and Quantum Energy
Partners, LP, a Delaware limited partnership ("Quantum"), EnCap Equity 1996
Limited Partnership, a Texas limited partnership ("EnCap Equity"), Energy
Capital Investment Company PLC, a British Corporation (together with EnCap
Equity, "EnCap"), V&C Energy Limited Partnership, a Michigan limited
partnership, Arthur L. Smith, an individual, Paul B. David, an individual,
Thomas A. Reiser, an individual, and Jerry M. Crews, an individual (each, an
"Investor" and collectively, the "Investors"), enter into this First Amendment
to Preferred Stock Purchase Agreement, dated as of January 18, 2001 (this
"Amendment").
RECITALS
WHEREAS, the Company and the Investors previously entered into that
certain Preferred Stock Purchase Agreement, dated October 12, 1999 (the
"Purchase Agreement");
WHEREAS, the Company and the Investors now desire to amend the Purchase
Agreement to clarify the intent of the parties with respect to issuance of
additional shares of Series A Convertible Preferred Stock (the "Preferred
Stock") upon the occurrence of a "Sale Transaction" (as defined in the Purchase
Agreement); and
WHEREAS, Section 7.1 of the Purchase Agreement permits the amendment of
the Purchase Agreement with the consent of the holders of 90% of the Preferred
Stock.
NOW THEREFORE, in consideration of the mutual representations,
warranties and covenants herein contained, and on the terms and subject to the
conditions herein set forth, the parties agree as follows:
1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Purchase
Agreement.
2. AMENDMENT TO THE PURCHASE AGREEMENT. Section 4.17 is hereby deleted
and amended in its entirety by the following paragraph:
"4.17 Issuance of Additional Series A Preferred. In the event that a
Sale Transaction shall occur at any time prior to the second
anniversary of the Closing Date, the Company shall issue to each
Investor immediately prior to the consummation of the Sale Transaction
an additional number of shares of Series A Preferred equal to the
difference between (a) the number of shares of Series A Preferred that
would have been held by such Investor if such Investor had received all
dividends that would have accrued on such Investor's Series A Preferred
(including Series A Preferred received as dividends on the Series A
Preferred) from the date of the Sale Transaction through December 31,
2001 as
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Payments-in-Kind (as defined in the Certificate), regardless of whether
such Investor has previously received Payments-in-Kind or cash
dividends pursuant to the first sentence of Section 2(b) of the
Certificate, and (b) the number of shares of Series A Preferred then
held by such Investor (including shares of Series A Preferred issued as
dividends on the Series A Preferred)."
3. EFFECTIVE DATE. This Amendment will become effective upon the
execution hereof by each of the parties set forth on the signature page hereto.
4. MISCELLANEOUS.
(a) Except as expressly amended or waived herein, all terms,
covenants and provisions of the Purchase Agreement shall remain in full force
and effect.
(b) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. No
third party beneficiaries are intended in connection with this Amendment.
(c) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA, OTHER THAN THE CONFLICTS OF LAWS RULES THEREOF.
(d) This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
TEXOIL, INC.
By: /s/ FRANK A. LODZINSKI
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Name: Frank A. Lodzinski
Title: President
QUANTUM ENERGY PARTNERS, LP
By: Quantum Energy Management, LLC,
its General Partner
By: /s/ S. WIL VANLOH, JR.
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Name: S. Wil VanLoh, Jr.
Title: President
ENCAP EQUITY 1996 LIMITED PARTNERSHIP
By: EnCap Investments L.C.,
its general partner
By: /s/ ROBERT L. ZORICH
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Name: Robert L. Zorich
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Title: Managing Director
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ENERGY CAPITAL INVESTMENT COMPANY PLC
By: /s/ ROBERT L. ZORICH
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Name: ROBERT L. ZORICH
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Title: Managing Director
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V&C ENERGY LIMITED PARTNERSHIP
By: Energy Resource Associates, Inc.,
its general partner
By: /s/ Frank A. Lodzinski
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Name: Frank A. Lodzinski
Title: President
/s/ Arthur L. Smith
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Arthur L. Smith
/s/ Paul B. David
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Paul B. David
/s/ Thomas A. Reiser
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Thomas A. Reiser
/s/ Jerry M. Crews
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Jerry M. Crews