-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gaycz7KlHh9qpsK5k5CMQ5OGgnQgwVMkNlJnP0r7/+v1Crgd+HqRPWbdT4tIc69M G7kRBaKR4oXYJWmKtqjpvw== 0001035704-03-000009.txt : 20030103 0001035704-03-000009.hdr.sgml : 20030103 20030103172846 ACCESSION NUMBER: 0001035704-03-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030103 GROUP MEMBERS: FIRST RESERVE FUND VIII LP GROUP MEMBERS: FIRST RESERVE GP VIII LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: T-3 ENERGY SERVICES INC CENTRAL INDEX KEY: 0000879884 STANDARD INDUSTRIAL CLASSIFICATION: BOLTS, NUTS, SCREWS, RIVETS & WASHERS [3452] IRS NUMBER: 760697390 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41982 FILM NUMBER: 03503799 BUSINESS ADDRESS: STREET 1: 7135 ARDMORE CITY: HOUSTON STATE: TX ZIP: 77054 BUSINESS PHONE: 7137471025 MAIL ADDRESS: STREET 1: 7135 ARDMORE CITY: HOUSTON STATE: TX ZIP: 77054 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL HOLDINGS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST RESERVE CORP CENTRAL INDEX KEY: 0001041828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVE STREET 2: SUITE 109 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 303-382-1270 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVE STREET 2: SUITE 109 CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 d02314sc13dza.txt AMENDMENT NO. 2 TO SCHEDULE 13D SCHEDULE 13D (Rule 13d-101) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Under the Securities Exchange Act of 1934 Amendment No. 2 T-3 Energy Services, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 456160100 - -------------------------------------------------------------------------------- (CUSIP Number) Thomas R. Denison - First Reserve Corporation, 1801 California St., Suite #4110, Denver, CO 80202, (303) 382-1270 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1746 (12-91) CUSIP No. 456160100 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Corporation I.R.S. No.: 06-1210123 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 9,394,217 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 9,394,217 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,394,217 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 86.1% 14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 CUSIP No. 456160100 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Fund VIII, L.P. I.R.S. No.: 06-1507364 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 9,394,217 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 9,394,217 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,394,217 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 86.1% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 CUSIP No. 456160100 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve GP VIII, L.P. I.R.S. No.: 06-1507318 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 9,394,217 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 9,394,217 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,394,217 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 86.1% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 to the statement on Schedule 13D amends the statement originally filed on December 27, 2001 by First Reserve Fund VIII, L.P., First Reserve GP VIII, L.P., and First Reserve Corporation, and relates to the Common Stock, par value $.001 per share (the "Common Stock"), of T-3 Energy Services, Inc., a Delaware corporation (the "Company," "T-3" or "Issuer"), formally known as Industrial Holdings, Inc. ("IHI"). That Schedule 13D is hereby amended as set forth below. The principal executive offices of the Issuer are located at 1311 Northwest Freeway, Suite 500, Houston, Texas 77040. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended by replacing the first paragraph with the following paragraph: This Schedule 13D Amendment No. 2 ("Amendment 2") is being filed jointly by First Reserve Fund VIII, L.P. ("Fund VIII"), First Reserve GP VIII, L.P. ("GP VIII"), and First Reserve Corporation ("First Reserve" and collectively, the "Reporting Persons") to report the purchase by Fund VIII of 751,411 shares of the Company's Common Stock. GP VIII is the general partner of Fund VIII, and First Reserve is the general partner of GP VIII. The Reporting Persons, by and through the holdings of Fund VIII, directly own more than 5% of the issued and outstanding shares of Common Stock. The remaining paragraphs of Item 2 are unchanged. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended to add the following paragraphs at the end of Item 3: On December 31, 2002, pursuant to a Stock Purchase Agreement of the same date by and among Fund VIII, SJMB, L.P. ("SJMB"), and St. James Capital Partners, L.P. ("St. James", collectively with SJMB, the "Sellers"), Fund VIII purchased 751,411 shares (the "Shares") of the Company's Common Stock from the Sellers (657,259 shares from SJMB, and 94,152 shares from St. James) in exchange for a cash payment of $4,824,059. The source of funds for the acquisition of beneficial ownership of the Shares by Fund VIII is proceeds from a prior investment made by Fund VIII, which will be released from an escrow account on or about February 5, 2003 (the "Release Date"). Fund VIII used money obtained through a margin account with Deutsche Bank Alex. Brown (which will be repaid on or about the Release Date) as bridge financing for its purchase of the Shares. Except in relation to its partnership interest in Fund VIII, no funds were acquired directly by GP VIII, or by First Reserve Corporation, for their indirect acquisition of beneficial ownership of the Shares. The remaining paragraphs of Item 3 are unchanged. ITEM 4. PURPOSE OF TRANSACTION. The final paragraph of Item 4 is hereby deleted and replaced by the following paragraphs: On December 31, 2002, pursuant to a Stock Purchase Agreement of the same date by and among Fund VIII, SJMB, L.P. ("SJMB"), and St. James Capital Partners, L.P. ("St. James", collectively with SJMB, the "Sellers"), Fund VIII purchased 751,411 shares of the Company's Common Stock from the Sellers (657,259 shares from SJMB, and 94,152 shares from St. James) in exchange for an aggregate cash payment by Fund VIII of $4,824,059. The Reporting Persons intend to review on a continuing basis their investment in the Company, and from time to time may or may not acquire additional shares, on the open market or otherwise, subject to: the price and availability of the Company's securities; subsequent developments affecting the energy market as a whole; the Company and the Company 's business and prospects; other investment and business opportunities available to Fund VIII, general stock market and economic conditions; and other factors. The Reporting Persons may or may not also decide to dispose of Company securities at any time, including without limitation through adoption and execution of a written plan under Rule 10B5-1 of the Exchange Act OF 1934, or to formulate other purposes, plans or proposals regarding the Company or any of its securities based on all of the above factors and on the eventual liquidation of Fund VIII in accordance with its partnership agreement. 5 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby deleted and replaced with the following: As of December 31, 2002, the Reporting Persons beneficially owned an aggregate of 9,394,217 shares of the Company's Common Stock, constituting approximately 86.1% of the shares of the Company's Common Stock outstanding as of December 31, 2002. For purposes of computing the percentage of the Company's Common Stock owned by the Reporting Persons, 10,910,612 shares of the Company's Common Stock were outstanding as of December 31, 2002, as reported in the Company's Report on Form 10-Q, filed November 5, 2002. (a) As of December 31, 2002, the Reporting Persons are the beneficial owners of T-3 Common Stock in the numbers and percentages set forth in the table below:
NUMBER OF SHARES PERCENTAGE OF REPORTING PARTY BENEFICIALLY OWNED CLASS Fund VIII (1) 9,394,217 (2) 86.1% GP VIII (1) 9,394,217 (2) 86.1% First Reserve (1) 9,394,217 (2) 86.1%
(1) GP VIII is the general partner of Fund VIII and may be deemed to beneficially own the shares of Common Stock owned by Fund VIII. First Reserve, as the general partner of GP VIII, may be deemed to beneficially own all of the shares of Common Stock owned by Fund VIII and GP VIII. (2) Consists of 9,065,274 shares of the Company's Common Stock held directly by Fund VIII, a warrant to purchase 313,943 shares of the Company's Common Stock at an exercise price of $12.80 per share held directly by Fund VIII, and 15,000 shares of the Company's Common Stock underlying stock options (each with an exercise price of $9.50 per share) issued to Ben A. Guill (options for 5,000 shares), Thomas R. Denison (options for 5,000 shares) and Joseph R. Edwards (options for 5,000 shares) in their capacity as directors of the Company. Fund VIII may be deemed to share dispositive and voting control over the 15,000 shares underlying the options issued to Messers Guill, Denison, and Edwards. (b) Fund VIII shares with its general partner the power to vote or to direct the vote of the shares directly held by it. GP VIII, as the general partner of Fund VIII, and First Reserve, in its role as general partner of GP VIII, shares with Fund VIII the power to cause Fund VIII to dispose of or vote the shares of Common Stock directly held by Fund VIII. (c) During the past 60 days, the following transactions were effected:
REPORTING NUMBER OF PRICE PER PARTY DATE SHARES SHARE TRANSACTION Fund VIII 12-31-2002 751,411 $ 6.42 (3) Purchase
(3) Fund VIII paid $6.42 per share for each of the 751,411 shares of the Company's Common Stock it purchased on December 31, 2002 (the "Per Share Price"), for a total purchase price of $4,824,059 (the "Aggregate Purchase Price"). Pursuant to Section 1.1(b) of the Stock Purchase Agreement discussed in Item 6 of this Amendment 2, the Per Share Price and the Aggregate Price are subject to adjustment to the greater of the following: (A) If Fund VIII purchases 10,000 or more additional shares of the Company's Common Stock (the "Additional Shares") on or before March 1, 2003, and the average price per share paid by Fund VIII for the Additional Shares purchased during such period (the "Subsequent Price") is greater than the Per Share Price paid on December 31, 2003, then the Per Share Price shall be increased to the Subsequent Price, and the Aggregate Purchase Price shall be correspondingly increased; and (B) If on or before March 31, 2003, the closing market price for the Company's Common Stock on the Nasdaq National Market on any three consecutive trading days is equal to or greater than $7.03 per share, then the Per Share Price shall be increased to $7.03 per share, and the Aggregate Purchase Price shall be correspondingly increased. Any increase in the Aggregate Purchase Price resulting from such adjustment shall be paid from Fund VIII to SJMB and St. James by April 29, 2003. 6 (d) To the best knowledge of the Reporting Persons, no other person has the right to receive, or the power to direct the receipt of dividends from, or the power to direct the receipt of proceeds of the sale of the shares of Common Stock owned by the Reporting Persons. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDING WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is amended to add the following paragraphs at the end of Item 6. JOINT FILING AGREEMENT A Joint Filing Agreement dated January 3, 2003, by and between Fund VIII, GP VIII, and First Reserve has been executed by the Reporting Persons, a copy of which is attached hereto as Exhibit A and incorporated herein by reference. STOCK PURCHASE AGREEMENT On December 31, 2002, Fund VIII, SJMB and St. James Capital Partners entered into a Stock Purchase Agreement, pursuant to which Fund VIII purchased 751,411 shares of the Company's Common Stock (657,259 shares from SJMB, and 94,152 shares from St. James) in exchange for an aggregate cash payment by Fund VIII of $4,824,059. A copy of this Stock Purchase Agreement is attached hereto as Exhibit B. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A. Joint Filing Agreement dated as of January 3, 2003 by and between First Reserve Fund VIII, L.P., First Reserve GP VIII, L.P., and First Reserve Corporation. Exhibit B December 31, 2002 Stock Purchase Agreement between First Reserve Fund VIII, L.P., SJMB, L.P., and St. James Capital Partners, L.P. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: January 3, 2003. FIRST RESERVE FUND VIII, L.P. By: First Reserve GP VIII, L.P., General Partner By: First Reserve Corporation, General Partner By: /s/ Thomas R. Denison ----------------------------- Name: Thomas R. Denison Title: Managing Director FIRST RESERVE GP VIII, L.P. By: First Reserve Corporation, General Partner By: /s/ Thomas R. Denison ----------------------------- Name: Thomas R. Denison Title: Managing Director 7 FIRST RESERVE CORPORATION By: /s/ Thomas R. Denison ---------------------------------- Name: Thomas R. Denison Title: Managing Director 8 SCHEDULE I The name, business address and present principal occupation or employment of each of the executive officers and directors of the First Reserve Corporation are set forth below. Unless otherwise indicated, (i) the business address of each is 411 West Putnam Ave., Suite 109, Greenwich, Connecticut 06830, (ii) each such person is a citizen of the United States, and (iii) such person does not have any other principal occupation: NAME POSITION WITH FIRST RESERVE CORPORATION ---- --------------------------------------- William E. Macaulay Chairman, CEO, Managing Director and Director John A. Hill Vice Chairman, Managing Director and Director Ben A. Guill President, Managing Director and Director Will Honeybourne Managing Director Thomas R. Denison Managing Director, General Counsel, Secretary Tom Sikorski Managing Director Jennifer Zarrilli Vice President, Treasurer and Chief Financial Officer 9 EXHIBIT INDEX EXHIBIT DESCRIPTION A Joint Filing Agreement B Stock Purchase Agreement 10 EX-99.A 3 d02314exv99wa.txt JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT We, the signatories of Amendment 2 to the statement on Schedule 13D filed with respect to the Common Stock of T-3 Energy Services, Inc., to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934. Dated January 3, 2003 FIRST RESERVE FUND VIII, L.P. By: First Reserve GP VIII, L.P., General Partner By: First Reserve Corporation, General Partner By: /s/ Thomas R. Denison ------------------------------------------ Name: Thomas R. Denison Title: Managing Director FIRST RESERVE GP VIII, L.P. By: First Reserve Corporation, General Partner By: /s/ Thomas R. Denison ------------------------------------------ Name: Thomas R. Denison Title: Managing Director FIRST RESERVE CORPORATION By: /s/ Thomas R. Denison ----------------------------------------------- Name: Thomas R. Denison Title: Managing Director
1 EX-99.B 4 d02314exv99wb.txt STOCK PURCHASE AGREEMENT EXHIBIT B STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of this 31st day of December, 2002, by and among First Reserve Fund VIII, L.P., a Delaware limited partnership ("Buyer"), SJMB, L.P., a Delaware limited partnership ("SJMB") and St. James Capital Partners, L.P., a Delaware limited partnership ("St. James Partners" and collectively with SJMB, the "Sellers"). WHEREAS, SJMB is the owner of 657,259 shares (the "SJMB Shares") of common stock of T-3 Energy Services, Inc., a Delaware corporation (the "Company"), par value $0.01 per share ("Common Stock"); WHEREAS, St. James Partners is the owner of 94,152 shares of Common Stock (the "St. James Shares," collectively with the SJMB Shares, the "Shares"); WHEREAS, Sellers desire to sell and transfer the Shares to Buyer, and Buyer desires to purchase and acquire the Shares from Sellers; NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, Sellers and Buyer agree as follows: 1. PURCHASE AND SALE OF SHARES. 1.1 CALCULATION OF PURCHASE PRICE. (a) Per Share Price and Aggregate Purchase Price. On the terms and conditions set forth herein, at the Closing, the Sellers will sell, assign, transfer, convey and deliver the Shares to Buyer, free and clear of all liens, pledges, encumbrances and claims whatsoever, and Buyer will purchase, acquire and accept the Shares from Sellers. The purchase price for the Shares shall be $6.42 per share (the "Per Share Price), which is the closing price for the Common Stock on the Nasdaq National Market on the trading date preceding the date of this Agreement (the "Closing Market Price"), subject to adjustment as set forth in Section 1.1(b) below, for an aggregate purchase price for the Shares equal to $4,824,059 (the "Aggregate Purchase Price"). (b) Adjustment to Per Share Price. The Per Share Price shall be adjusted, if at all, to the greater of the price determined in Section 1(b)(i) or 1(b)(ii) below: (i) If Buyer purchases 10,000 or more additional shares of Common Stock (the "Additional Shares") within 60 days of the Closing Date, Buyer shall determine the average price per share paid by Buyer for the Additional Shares purchased during such period (the "Subsequent Price"). If the Subsequent Price is greater than the Per Share Price paid at Closing, then the Per Share Price shall be increased to the Subsequent Price, and the Aggregate Purchase Price shall be correspondingly increased. (ii) If the Closing Market Price on any three consecutive trading days on the Nasdaq National Market that occur within 90 days of the Closing Date (such 90-day period being the "Adjustment Period") is equal to or greater than $7.03 per share, then the Per Share Price shall be increased to $7.03 per share, and the Aggregate Purchase Price shall be correspondingly increased. (iii) Any additional Aggregate Purchase Price due as a result of Section 1.1(b)(i) or 1.1(b)(ii) shall be paid by Buyer to Sellers within 20 business days following the end of the Adjustment Period. 2 1.2 CLOSING. The closing of the transaction herein contemplated (the "Closing") shall take place at the offices of First Reserve Corporation, 1801 California Street, Suite 4110, Denver, Colorado. The Closing shall take place on December 31, 2002 (the "Closing Date"). At the Closing, Sellers shall transfer the Shares by delivering to Buyer certificates representing the Shares, together with duly executed stock powers. At the Closing, Buyer shall pay Sellers the Aggregate Purchase Price in cash by wire transfer to an account or accounts of Sellers specified in advance of the Closing Date. 2. REPRESENTATIONS, WARRANTIES AND COVENANTS. 2.1 SELLERS' REPRESENTATIONS, WARRANTIES AND RELEASE (a) The Sellers represent and warrant to Buyer that each Seller has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated herein; that each Seller's execution, delivery and performance of this Agreement has been duly authorized by all requisite action, that this Agreement will, when executed and delivered by each Seller, constitute the legal, valid and binding obligation of that Seller, enforceable in accordance with its terms; that each Seller is the record and beneficial owner of the Shares attributed to it in the Recitals to this Agreement; and that upon Closing each Seller is transferring the Shares attributed to it in the Recitals to Buyer free and clear of all liens, mortgages, pledges, security interests, restrictions, agreements with respect to voting, prior assignments, encumbrances, options, rights and claims of any kind or nature whatsoever. The Shares represent all of the ownership interests of Sellers in any outstanding capital stock of the Company. (b) Each Seller represents that it is a sophisticated investor and has sufficient knowledge and information available to it with regard to any investment decision in respect of the Shares. Each Seller hereby confirms that it does not request, desire or require the Buyer to disclose, and specifically asks the Buyer not to disclose, any information which it has concerning the Shares or the Company. The Sellers are not relying upon any representations, warranties or prior or contemporaneous disclosures by the Company or the Buyer, express or implied, and each Seller specifically does not request, desire or require the Buyer to make any representations, warranties or disclosures, or to update or supplement any prior disclosures of any party (including the Company) whatsoever with respect to the Shares, the Company or any other matter. Each Seller is freely making its decision to sell the Shares for its own reasons and based upon its own analysis and is fully satisfied with the Aggregate Purchase Price for the Shares. Each Seller acknowledges that employees of the indirect general partner of Buyer serve as members of the Board of Directors of the Company, and that Buyer owns in excess of 75% of the outstanding capital stock of the Company. (c) In connection with the sale of the Shares, each Seller represents and warrants that it is authorized on behalf of itself and anyone who may claim through such Seller to, and it does hereby for itself and anyone who may claim through it, release the Company and the Buyer, and their present and former subsidiaries, divisions, affiliates, predecessors, successors, directors, officers, agents, employees, representatives and assigns from any and all manner of actions, causes of actions, suits, debts, sums of money, expenses, compensation, damages, controversies, claims and demands whatsoever in law or in equity, contract, or tort, pursuant to any statute, state or federal, which such Seller and anyone who may claim through such Seller ever had, now has, may have had or which such Seller and anyone who may claim through such Seller may hereafter have arising out of or in any way relating directly or indirectly to the Shares, other than as a result of the breach by Buyer of this Agreement, including without limitation any such claims Seller or such other persons may have as a result of Section 262 of the DGCL. Each Seller, on behalf of itself and anyone who may have a right to claim through it, hereby acknowledges and confesses receipt of satisfactory consideration for the release set forth above, including the Aggregate Purchase Price. Each Seller, on behalf of itself and anyone 3 who may have a right to claim through it, covenants and agrees that it will not attempt to exercise any appraisal or dissenters rights it may have, whether under Section 262 of the DGCL or otherwise. Sellers acknowledge that the Per Share Price set forth in Section 1.1 (as adjusted therein) shall be final, and there shall be no increase in the Per Share Price, whether as a result of any future tender offer, merger or other transaction involving the Common Stock. (d) Sellers will not directly or indirectly engage in any transactions in the Common Stock during the Adjustment Period. 2.2 BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to each Seller that this Agreement will, when executed and delivered by Buyer, constitute the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms. Buyer further represents and warrants to each Seller that Buyer is an "accredited investor" as defined in the rules promulgated under Securities Act of 1933 (the "Act"), that the Shares are being acquired for investment purposes and not with a view to, or in connection with, the sale or distribution thereof, and that Buyer understands that the sale of the Shares to Buyer has not been registered under the Act. 3. MISCELLANEOUS. 3.1 MERGER; TERMINATION OF PRIOR AGREEMENTS; AMENDMENT; WAIVER. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior oral and written agreements and understandings regarding the same. This Agreement also terminates any confidentiality agreement among Buyer and Sellers executed prior to the date hereof. This Agreement may only be amended by a writing duly executed by each of the parties hereto. No waiver of any provision of this Agreement shall be binding upon any party unless the waiver is in writing and signed by the parties hereto. The waiver by any party of a breach of any provision under this Agreement shall not operate or be construed as a waiver of any subsequent similar or other breach hereof. 3.2 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF THAT WOULD APPLY THE SUBSTANTIVE LAWS OF ANY OTHER JURISDICTION. 3.3 ASSIGNMENT; RESTRICTION ON TRANSFER. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto, and their respective successors and permitted assigns. No Seller shall transfer any Shares or assign this Agreement without the written consent of Buyer, which consent will not be unreasonably withheld if (a) such assignee expressly agrees in writing to be bound by the terms of this Agreement, and (b) delivers a letter to Buyer containing the representations, warranties and release set forth in Section 2.1, without alteration or qualification. 3.4 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. 3.5 NOTICES. All notices, consents, requests, instructions, approvals and other communications provided for herein shall be deemed validly given, made or served if in writing and delivered personally or sent by certified mail, postage prepaid, or by overnight courier, or by telecopier to the address set forth opposite the receiving party's signature hereto, or to such other address as shall be furnished in writing by any party to the others. 4 3.6 SPECIFIC PERFORMANCE. The parties each acknowledge that Buyer will have no adequate remedy at law and may suffer irreparable damage if the Sellers breach any covenant contained herein or fail to perform any of their obligations under this Agreement. Accordingly, the parties agree that the Buyer shall have the right, in addition to any other rights which it may have, to specific performance and equitable injunctive relief if the Sellers shall fail or threaten to fail to perform any of their obligations under this Agreement. [intentionally blank -- signatures follow] 5 IN WITNESS WHEREOF, Sellers and Buyer have executed this Agreement as of the date first above written. SELLERS: SJMB, L.P. By: SJMB, L.L.C., its sole general partner By: /s/ John L. Thompson Address: 4295 San Felipe, Suite 200 ----------------------------------- Houston, TX 77027 Name: John L. Thompson Title: President and CEO ST. JAMES CAPITAL PARTNERS, L.P. By: St. James Capital Corp., its sole general partner By: /s/ John L. Thompson Address: 4295 San Felipe, Suite 200 ----------------------------------- Houston, TX 77027 Name: John L. Thompson Title: President and CEO BUYER: FIRST RESERVE FUND VIII, L.P. By: First Reserve GP VIII, L.P., its General Partner By: First Reserve Corporation, its General Partner By: /s/ Joseph R. Edwards Address: c/o First Reserve Corporation --------------------------- 1801 California Street, Suite 4110 Name: Joseph R. Edwards Denver, Colorado 80201 Title: Vice President
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