1
EXHIBIT 10.19
AGREEMENT
This Agreement is entered into by and between Tubos ▇▇ ▇▇▇▇▇ de Mexico
("Tamsa"), Tamsider S.A. de C.V. ("Tamsider"), ▇▇▇▇▇▇▇▇▇▇▇ International, Inc.,
formerly known as ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Inc. ("Weatherford"), and Pridecomex Holding,
S.A. de C.V. ("Pridecomex") in connection with the Stock Purchase Agreement
dated as of June 19, 1998, as amended, by and among Weatherford, Pridecomex,
Tamsa and Tamsider (the "Stock Purchase Agreement").
Unless otherwise defined herein, all capitalized terms shall have the
meaning assigned to such terms in Stock Purchase Agreement.
Each of Tamsa, Tamsider, Weatherford and Pridecomex hereby agree that,
in accordance with Section 2.2(b) of the Stock Purchase Agreement, at the
Closing, Weatherford will purchase from Tamsa, and Tamsa will convey to
Weatherford free and clear of all Encumbrances, the Intercompany Debt in
exchange for the payment by Weatherford of US$1,550,000 by wire transfer. Tamsa
represents and warrants that it is the sole owner of the Intercompany Debt and
that upon ▇▇▇▇▇▇▇▇▇▇▇'▇ purchase of the Intercompany Debt, Weatherford shall be
the owner of the Intercompany Debt free and clear of all Encumbrances.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement effective as of December 1, 1998.
TUBOS ▇▇ ▇▇▇▇▇ DE MEXICO, S.A.
By: ▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Attorneys-in-fact
TAMSIDER S.A. DE C.V.
By: ▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Attorneys-in-fact
▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL, INC.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Senior Vice President
PRIDECOMEX HOLDING, S.A. DE C.V.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President
