-----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, BSmJuZxYxo0iEtQ7HwYflV+xkHf/alvVB4DDfni/fOPRGXwOkTBwBtwBdyipliK2 /5+Z2fj72S9tDKfFklICzw== 0000950134-02-002881.txt : 20020415 0000950134-02-002881.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950134-02-002881 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020328 GROUP MEMBERS: FIRST RESERVE FUND VIII LP GROUP MEMBERS: FIRST RESERVE GP VIII LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST RESERVE CORP /CT/ /ADV CENTRAL INDEX KEY: 0000814313 IRS NUMBER: 061210123 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 475 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036616601 FORMER COMPANY: FORMER CONFORMED NAME: AMGO MANAGEMENT CORP /ADV/ /ADV DATE OF NAME CHANGE: 19870722 FORMER COMPANY: FORMER CONFORMED NAME: FIRST RESERVE ENERGY ADVISORS INC /ADV DATE OF NAME CHANGE: 19920304 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: 02592335 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 SC 13D/A 1 d95570a1sc13da.txt AMENDMENT NO. 1 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. 1 --- 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) March 27, 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 Page 2 of 10 Pages - ------------------- ------------------- - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 8,617,806 OWNED BY -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 8,617,806 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,617,806 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 81.4% - -------------------------------------------------------------------------------- 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. - ------------------- ------------------- CUSIP No. 456160100 SCHEDULE 13D Page 3 of 10 Pages - ------------------- ------------------- - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 8,617,806 OWNED BY -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 8,617,806 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,617,806 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 81.4% - -------------------------------------------------------------------------------- 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. - ------------------- ------------------- CUSIP No. 456160100 SCHEDULE 13D Page 4 of 10 Pages - ------------------- ------------------- - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 8,617,806 OWNED BY -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 8,617,806 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,617,806 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 81.4% - -------------------------------------------------------------------------------- 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. ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 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. 1 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 1,000,000 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 March 27, 2002, pursuant to a March 20, 2002 Subscription Agreement between the Company and Fund VIII, Fund VIII purchased 1,000,000 shares of the Company's Common Stock from the Company for a cash payment of $10 million. The source of funds for the acquisition of beneficial ownership of the Company's Common Stock by Fund VIII is money contributed by limited and general partners of Fund VIII. 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 Common Stock. The remaining paragraphs of Item 3 are unchanged. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby deleted and replaced with the following: Former T-3 entered into the Merger Agreement described in Item 6 in order for Fund VIII to acquire a majority of the outstanding Common Stock of T-3. Fund VIII intends to operate T-3 as a majority-owned subsidiary. Following the Merger, Fund VIII, as the majority stockholder, Page 5 of 10 adopted new articles of incorporation and bylaws, changed the number of directors, elected new directors, and reduced the capitalization of T-3. On March 27, 2002, pursuant to a March 20, 2002 Subscription Agreement between the Company and Fund VIII, Fund VIII purchased 1,000,000 shares of the Company's Common Stock from the Company for a cash payment of $10 million. 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, 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. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby deleted and replaced with the following: As of March 27, 2002, the Reporting Persons beneficially owned an aggregate of 8,617,806 shares of the Company's Common Stock, constituting approximately 81.4% of the 10,581,986 shares of the Company's Common Stock outstanding as of March 27, 2002 as represented to the Reporting Persons by T-3. (a) As of March 27, 2002, the Reporting Persons are the beneficial owners of T-3 Common Stock in the numbers and percentages set forth in the table below:
REPORTING PARTY NUMBER OF SHARES PERCENTAGE OF BENEFICIALLY OWNED CLASS Fund VIII 8,617,806 81.4% GP VIII (1) 8,617,806 81.4% First Reserve (1) 8,617,806 81.4%
(1) Consists of 8,303,863 shares of Common Stock held directly by Fund VIII and a warrant to purchase 313,943 shares of Common Stock at an exercise price of $12.80 per share to be held directly by Fund VIII. 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. Page 6 of 10 (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 03-27-2002 1,000,000 $10.00 Purchase
(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 March 28, 2002, 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. SUBSCRIPTION AGREEMENT On March 20, 2002, the Company and Fund VIII entered into a Subscription Agreement, pursuant to which Fund VIII on March 27, 2002 purchased 1,000,000 shares of Common Stock from the Company for a cash payment of $10 million. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A. Joint Filing Agreement dated as of March 28, 2002 by and between First Reserve Fund VIII, L.P., First Reserve GP VIII, L.P., and First Reserve Corporation. Exhibit B. March 20, 2002 Subscription Agreement between the Company and Fund VIII. Page 7 of 10 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: March 28, 2002. FIRST RESERVE FUND VIII, L.P. By: First Reserve GP VIII, L.P., General Partner By: First Reserve Corporation, General Partner By: /s/ Jennifer Zarrilli ----------------------------------------- Name: Jennifer Zarrilli Title: Vice President FIRST RESERVE GP VIII, L.P. By: First Reserve Corporation, General Partner By: /s/ Jennifer Zarrilli ----------------------------------------- Name: Jennifer Zarrilli Title: Vice President FIRST RESERVE CORPORATION By: /s/ Jennifer Zarrilli ---------------------------------------------- Name: Jennifer Zarrilli Title: Vice President Page 8 of 10 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 Jennifer Zarrilli Vice President, Treasurer and Chief Financial Officer
Page 9 of 10 EXHIBIT INDEX
Exhibit Description ------- ----------- A Joint Filing Agreement B Subscription Agreement
Page 10 of 10 EX-99.A 3 d95570a1ex99-a.txt JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT We, the signatories of Amendment 1 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. FIRST RESERVE FUND VIII, L.P. By: First Reserve GP VIII, L.P., General Partner By: First Reserve Corporation, General Partner By: /s/ Jennifer Zarrilli ------------------------------------------ Name: Jennifer Zarrilli Title: Vice President FIRST RESERVE GP VIII, L.P. By: First Reserve Corporation, General Partner By: /s/ Jennifer Zarrilli ------------------------------------------ Name: Jennifer Zarrilli Title: Vice President FIRST RESERVE CORPORATION By: /s/ Jennifer Zarrilli ---------------------------------------------- Name: Jennifer Zarrilli Title: Vice President EX-99.B 4 d95570a1ex99-b.txt SUBSCRIPTION AGREEMENT EXHIBIT B T-3 ENERGY SERVICES, INC. SUBSCRIPTION AGREEMENT This Subscription Agreement (the "Agreement") is made as of March 20, 2002, by and between T-3 Energy Services, Inc., a Delaware corporation (the "Company"), and First Reserve Fund VIII, L.P., a Delaware limited partnership ("Purchaser"). 1. AGREEMENT FOR PURCHASE AND SALE OF SHARES. Subject to the terms and conditions hereof, the Company hereby agrees to issue to Purchaser an aggregate of 1,000,000 shares (the "Shares") of the common stock, par value $.001 per share, of the Company. The Shares shall be issued at a price per Share of $10.00, in exchange for $10,000,000 in cash (the "Purchase Price"). 2. TIME AND PLACE OF PURCHASE. The closing of the purchase and sale of the Shares under this Agreement (the "Closing") shall occur at the offices of Gibson, Dunn & Crutcher, 1801 California Street, Suite 4100, Denver, Colorado, or such other place as is mutually agreeable to the parties, at 10:00 A.M. local time, within 2 business days following the satisfaction or waiver of all conditions to Closing set forth in Section 6 of this Agreement (the "Closing Date"). At the Closing, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser's name) against receipt of payment of the Purchase Price by Purchaser by delivery to the Company of a wire transfer in the total amount referenced in Paragraph 1. 3. LIMITATIONS ON TRANSFER. Purchaser shall not assign, encumber or dispose of any interest in the Shares in violation of any limitation on transfer created by applicable securities laws. 4. INVESTMENT REPRESENTATIONS. In connection with the purchase of the Shares, Purchaser represents to the Company the following: (a) Purchaser is an "accredited investor" as defined in the rules promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment for its own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. (c) Purchaser understands that the Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, Purchaser must SUBSCRIPTION AGREEMENT hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Purchaser acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of the Purchaser's control, and which the Company is under no obligation and may not be able to satisfy. 5. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS. (a) LEGENDS. The certificate or certificates representing the Shares shall bear the following legend (as well as any legends required by applicable state and federal corporate and securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) REFUSAL TO TRANSFER. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 6. CONDITIONS TO CLOSING. (a) CONDITIONS TO PURCHASER'S OBLIGATIONS. The obligation of Purchaser to effect the transactions contemplated by this Agreement is subject to the satisfaction at the Closing Date of each of the following conditions, unless waived, in whole or in part, by the Purchaser: (i) Between the date of this Agreement and the Closing Date, there shall not have been any event or occurrence that has had or could reasonably be expected to have a SUBSCRIPTION AGREEMENT 2 Material Adverse Effect on the Company. A "Material Adverse Effect" means any effect, change, event, condition, result or occurrence that has a materially adverse impact to the business, operations, properties, condition (financial or otherwise), results of operations, assets, liabilities or prospects of the Company and its Subsidiaries taken as a whole. A "Material Adverse Effect" shall be deemed to have occurred if any such impact exists on any date, without regard to the duration of such impact, including without limitation short term effects on the Company's financial results; (ii) As of the Closing Date, the Company shall have made all necessary filings in accordance with the applicable requirements of (A) the Securities Act, (B) the Securities Exchange Act of 1934, as amended, and (C) the rules and regulations of The Nasdaq Stock Market, Inc. (items (A)-(C) are collectively referred herein to as "Company Reports"). As of the Closing Date, no Company Report shall have contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements in the Company Reports, in light of the circumstances under which they were made, not misleading; and (iii) The Shares shall have been approved for listing on a when-issued basis on the Nasdaq National Market. (b) CONDITIONS TO THE COMPANY'S OBLIGATIONS. The obligation of the Company to effect the transactions contemplated by this Agreement is subject to the satisfaction at the Closing Date of each of the following conditions, unless waived, in whole or in part, by the Company: (i) The Company shall have received a waiver from, or an amendment to, the terms of Section 4.4 of the Credit Agreement, dated December 17, 2001 (as amended, the "Credit Agreement"), among the Company, Wells Fargo Bank Texas, National Association, as Agent, and the other Banks party thereto, which requires that the Company apply the Net Cash Proceeds (as defined in the Credit Agreement) of the sale of the Shares to repay Advances under and as defined in the Credit Agreement; and (ii) The Shares shall have been approved for listing on a when-issued basis on the Nasdaq National Market. 7. TERMINATION. (a) METHOD OF TERMINATION. This Agreement may be terminated and abandoned at any time prior to the Closing Date: (i) by mutual written consent of Purchaser and the Company; or (ii) by Purchaser or the Company if (A) any court of competent jurisdiction or other government entity, shall have issued a final order, decree or ruling, or taken any other final action, restraining, enjoining or otherwise prohibiting the transactions contemplated in this Agreement, or (B) the Closing has not occurred by April 30, 2002. (b) EFFECT OF TERMINATION. Upon the termination and abandonment of this SUBSCRIPTION AGREEMENT 3 Agreement pursuant to this Section 7, this Agreement shall forthwith become void and have no effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders. Nothing contained in this Section 7(b) shall relieve any party from liability for any willful or intentional breach of this Agreement prior to such termination. (c) EXTENSION; WAIVER. At any time prior to the Closing, each party hereto may, only by action taken in writing, (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document certificate or writing delivered pursuant hereto or (iii) waive compliance by the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument, in writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights. 8. MISCELLANEOUS. (a) GOVERNING LAW. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. (b) SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. (c) CONSTRUCTION. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. (d) NOTICES. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address as set forth below or as subsequently modified by written notice. (e) COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. (f) SUCCESSORS AND ASSIGNS. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company's successors and assigns. The rights and obligations of Purchaser under this Agreement may be assigned to any person or entity affiliated with Purchaser. SUBSCRIPTION AGREEMENT 4 (g) ARBITRATION. Any controversy, dispute, or claim arising out of, in connection with, or in relation to, the interpretation, performance or breach of this Agreement, including, without limitation, the validity, scope, and enforceability of this section, may at the election of the Company or Purchaser be solely and finally settled by arbitration conducted in Denver, Colorado, by and in accordance with the then existing rules for commercial arbitration of the American Arbitration Association, or any successor organization. Judgment upon any award rendered by the arbitrator(s) may be entered by the State or Federal Court having jurisdiction thereof. Any of the parties may demand arbitration by written notice to the other and to the American Arbitration Association ("Demand for Arbitration"). Any Demand for Arbitration pursuant to this section shall be made within 180 days from the date that the dispute upon which the demand is based arose. The parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. [Signature Page Follows] SUBSCRIPTION AGREEMENT 5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. COMPANY: T-3 ENERGY SERVICES, INC. By: /s/ Michael T. Mino ----------------------------------------------- Name: Michael T. Mino Title: Vice President and Chief Financial Officer PURCHASER: 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/ Thomas R. Denison ---------------------------------------- Name: Thomas R. Denison Title: Managing Director SUBSCRIPTION AGREEMENT 6 -----END PRIVACY-ENHANCED MESSAGE-----