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EXHIBIT 9.2
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FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED STOCKHOLDERS AND VOTING AGREEMENT
BY AND AMONG
BAYARD DRILLING TECHNOLOGIES, INC.
AND
THE STOCKHOLDERS
THAT ARE SIGNATORIES HERETO
NOVEMBER 3, 1997
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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
STOCKHOLDERS AND VOTING AGREEMENT
BAYARD DRILLING TECHNOLOGIES, INC.
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
STOCKHOLDERS AND VOTING AGREEMENT (this "Amendment") is made as of November 3,
1997, by and among Bayard Drilling Technologies, Inc., a Delaware corporation
(the "Company"), the stockholders of the Company identified on the signature
pages attached hereto as the "Stockholder Parties" (the "Stockholder Parties")
and ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation ("DLJ"). Capitalized
terms used but not defined herein shall have the same meanings assigned to them
in the Stockholders and Voting Agreement.
WITNESSETH:
WHEREAS, as of December 10, 1996, the Company and certain of
its stockholders entered into that certain Stockholders and Voting Agreement
(the "Original Stockholders and Voting Agreement"), pursuant to which the
parties thereto set forth certain agreements by and among the stockholders of
the Company party thereto and the Company with respect to (i) the corporate
governance of the Company, (ii) transfer restrictions on shares of Common Stock
(as herein defined) and Common Stock Equivalents (as herein defined) and (iii)
other customary terms and conditions;
WHEREAS, as of April 30, 1997, the Company and certain of its
stockholders entered into that certain Amended and Restated Stockholders and
Voting Agreement (as amended, the "First Amended and Restated Stockholders and
Voting Agreement"), pursuant to which the parties thereto amended and restated
the Original Stockholders and Voting Agreement in its entirety;
WHEREAS, as of October 16, 1997, the Company and certain of
its stockholders entered into that certain Second Amended and Restated
Stockholders and Voting Agreement (as amended and restated, the "Stockholders
and Voting Agreement"), pursuant to which the parties thereto amended and
restated the First Amended and Restated Stockholders and Voting Agreement in
its entirety; and
WHEREAS, the Company and the other parties hereto desire to
amend the Stockholders and Voting Agreement in order to provide that DLJ will
no longer be a party to the Stockholders and Voting Agreement and will have no
rights and obligations thereunder;
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, the mutual benefits to be
gained by the performance thereof and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged and accepted, the
Company, the Stockholder Parties and DLJ agree as follows:
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1. APPROVAL AND EFFECTIVENESS. The signatures of each
of the parties below shall constitute the approval by each such party for all
purposes of the form, terms and provisions of this Amendment to the
Stockholders and Voting Agreement. This Amendment shall become effective upon
the execution and delivery of this Amendment by the Company and the holders of
at least 66 2/3% of the outstanding shares of Stock held by the Continuing
Stockholder Parties.
2. CONTINUING AND DEPARTING STOCKHOLDER PARTIES. As of
the date upon which this Amendment becomes effective, (a) the parties to the
Stockholders and Voting Agreement shall be (i) the Company and (ii) all the
Continuing Stockholder Parties other than DLJ and (b) DLJ shall not be party to
the Stockholders and Voting Agreement and shall have no rights or obligations
thereunder.
3. GOVERNING LAW. This Amendment shall be governed by
and construed in accordance with the laws of the State of Delaware without
giving effect to the principles of conflicts of law.
4. NO FURTHER AMENDMENT; COUNTERPARTS. Except as
amended hereby, the Stockholders and Voting Agreement shall remain in full
force and effect. This Amendment may be executed in separate counterparts,
each of which shall be an original and all of which taken together shall
constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the day and year first above written.
THE COMPANY:
BAYARD DRILLING TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
President
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
SECURITIES CORPORATION
By: /s/ ▇▇▇ ▇▇▇▇▇
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Name:
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Title:
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CONTINUING STOCKHOLDER PARTIES:
ANSON PARTNERS LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
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Name:
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General Partner
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
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ENERGY SPECTRUM PARTNERS LP
By: Energy Spectrum Capital LP, its
General Partner
By: Energy Spectrum LLC, its
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
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Title:
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DLB OIL AND GAS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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Title:
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