AMENDMENT NO. 2
TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment")
is made as of January 23, 1998, by and between Black Warrior Wireline Corp., a
Delaware corporation (the "Company"), and St. James Capital Partners, L.P., a
Delaware limited partnership (the "Purchaser").
WHEREAS, on June 5, 1997, the Company and the Purchaser entered into a
Registration Rights Agreement (the "Original Registration Rights Agreement"),
pursuant to which the Company granted the Purchaser certain registration rights
in respect of the Shares (as such term is defined in the Original Registration
Rights Agreement);
WHEREAS, on June 5, 1997, the Purchaser acquired from the Company a
Convertible Promissory Note (the "Original Convertible Note") in the original
principal amount of $2,000,000, which is convertible into the number of shares
as set forth in the Original Convertible Note (the "Original Convertible Note
Shares") of the Company's common stock, par value $.0005 per share (the "Common
Stock");
WHEREAS, on June 5, 1997, the Company issued Warrants to Purchase Common
Stock of the Company (the "Original Warrants") to Purchaser in respect of an
aggregate of 666,000 shares of Common Stock (the "Original Warrant Shares");
WHEREAS, pursuant to the terms of the Agreement for Purchase and Sale
dated as of October 10, 1997 between the Company and the Purchaser, the
Purchaser agreed to purchase a 7% Convertible Promissory Note from the Company
to Purchaser dated as of the date hereof, in the original principal amount of
$2,900,000 (the "Second Note"), which is convertible into shares of Common Stock
(the "Second Note Shares");
WHEREAS, as of October 10, 1997, the Company issued Warrants (the "Second
Warrants") to the Purchaser in respect of an aggregate of 725,000 shares of
Common Stock (the "Second Warrant Shares");
WHEREAS, pursuant to Amendment No. 1 to Registration Rights Agreement
dated as of October 10, 1997 between the Company and Purchaser ("Amendment
One"), the Company the Purchaser amended the Original Registration Rights
Agreement to, among other matters, grant the Purchaser certain registration
rights in respect of the Original Convertible Note Shares, the Second Warrant
Shares and the Second Note Shares, as set forth therein;
WHEREAS, pursuant to the terms of the Agreement for Purchase and Sale
dated as of the date hereof between the Company and the Purchaser, the Purchaser
has agreed to purchase an 8% Convertible Promissory Note from the Company to the
Purchaser dated as of the date hereof, in the original principal amount of up to
$10,000,000 (the "Third Note"), which is convertible into shares of Common Stock
(the "Third Note Shares");
WHEREAS, as of the date hereof, the Company issued Warrants (the "Third
Warrants") to the Purchaser, which may be exercised to purchase shares of Common
Stock at $6.75 per share, subject to adjustment (the "Third Warrant Shares");
WHEREAS, the Company wishes to grant the Purchaser certain registration
rights in respect of the Third Warrant Shares and the Third Note Shares, as set
forth herein;
WHEREAS, the Company wishes to amend the Original Registration Rights
Agreement as amended by Amendment One, as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:
1. Each reference in the body of the Original Registration Rights
Agreement to the Shares shall hereafter refer to, collectively, the Original
Warrant Shares, the Original Convertible Note Shares, the Second Note Shares,
the Second Warrant Shares, the Third Note Shares and the Third Warrant Shares.
2. Each reference in the body of the Original Registration Rights
Agreement to Warrants shall hereafter refer to, collectively, the Original
Warrants, the Second Warrants and the Third Warrants.
3. Section 1.3 of the Original Registration Rights Agreement shall be
revised to read in its entirety as follows:
"1.3 "Registrable Securities" shall mean (i) the Shares; and (ii)
any Common Stock issued or issuable at any time or from time to time in
respect of the Shares upon a stock split, stock dividend,
recapitalization or other similar event involving the Company until such
Shares are registered pursuant to a Registration Statement or the
exemption from registration under Rule 144(k) (or successor Rule) under
the Securities Act is available with respect to the Shares."
4. By their execution of this Amendment, both the Company and the
Purchaser agree to be a party to, and bound by, the terms of the Original
Registration Rights Agreement, as amended by Amendment One and this Amendment.
5. This Amendment shall be governed in all respects by the laws of the
State of Delaware.
6. All other terms and conditions of the Original Registration Rights
Agreement shall be and remain the same and in full force and effect.
7. Capitalized terms used but not otherwise defined herein shall have the
meaning given them in the Original Registration Rights Agreement.
8. This Amendment may be executed in any number of counterparts, each of
which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument.
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THE COMPANY'S SIGNATURE PAGE
IN WITNESS WHEREOF, the Company has executed this Amendment effective
upon the date first set forth above.
BLACK WARRIOR WIRELINE CORP.
By:
William L. Jenkins, President
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THE PURCHASER'S SIGNATURE PAGE
IN WITNESS WHEREOF, the Purchaser has signed this Amendment as of the
date first written above.
ST. JAMES CAPITAL PARTNERS, L.P.
By: St. James Capital Corp., its General Partner
By:
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John Thompson, President
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