Common use of Additional Term Loan Clause in Contracts

Additional Term Loan. (a) In addition to the Term Loan, upon the satisfaction of the conditions precedent specified below, Lender shall make a term loan to Borrowers in the principal amount of $1,000,000 (“Term Loan B”). Lender will disburse Term Loan B by wire transfer in immediately available funds to such account as may be agreed upon by Borrowers and Lender. Term Loan B shall constitute part of the Obligations and shall be secured by all of the Collateral. All of the Collateral, including the assets of Apollo Drilling, shall secure all of the Obligations. Any portion of Term Loan B which is repaid may not be reborrowed. (b) Notwithstanding Item 9 of the Schedule to the Loan Agreement, Term Loan B shall bear interest at a rate per annum equal to the Prime Rate plus 3.00 (computed on the basis of the actual number of days elapsed over a year of 360 days). (c) Borrowers shall make interest payments with respect to Term Loan B on the first day of each calendar month, commencing on July 1, 2006, and Borrowers shall make a payment of all outstanding principal plus accrued interest with respect to Term Loan B on the earlier of (i) December 20, 2006, and (ii) the termination of the Loan Agreement. (d) Borrowers shall have the right to prepay Term Loan B in whole or in part from time to time without penalty. Each partial prepayment of Term Loan B shall be in a principal amount equal to $10,000 or any integral multiple thereof. (e) Borrowers shall be obligated to repay Term Loan B in full upon (i) termination of the Loan Agreement, and (ii) any acceleration of the maturity of Term Loan B or the facility for Revolving Loans contemplated by the Loan Agreement. Additionally, Borrowers shall be required to repay Term Loan B to the extent of any proceeds from any sale or other disposition of any Rig or any other Equipment of Apollo Drilling (it being understood that this clause (ii) shall not be construed to permit any Borrower to sell or otherwise dispose of any Equipment without Lender’s prior written consent), in each case within two Business Days of the receipt thereof. Additionally, if at any time for any reason, the outstanding principal balance of Term Loan B exceeds an amount equal to 65% of the orderly liquidation value of the Rigs, net of anticipated liquidation costs and expenses, including reasonable attorneys’ fees (which net orderly liquidation value shall be determined based on the most recent appraisal obtained by Lender), on which Lender has a perfected, first-priority security interest subject to no other Lien, Borrowers will immediately, without notice or demand, repay Term Loan B in an amount equal to such excess.

Additional Term Loan. Subject to the terms and conditions set forth herein, upon twenty (a20) In addition Business Days advance written notice to the Administrative Agent, the Borrowers shall have the right, subject to the prior written approval of the Required Lenders, at any time from the Funding Date until one hundred eighty (180) days prior to the Term LoanLoan B Maturity Date, upon to increase the satisfaction aggregate amount of the conditions precedent specified belowCommitments hereunder by an aggregate amount not to exceed $50,000,000 through 38 the addition of a new tranche of term loans (the "Additional Term Loan") under this Agreement which shall have a final maturity date no earlier than March 31, Lender 2009 and shall make otherwise be pari passu with the Loans and LOC Obligations in all respects, including as to ranking, security, mandatory prepayments and voting issues; provided that (i) the Additional Term Loan shall be in a term loan to Borrowers in the minimum principal amount of $1,000,000 (“Term Loan B”). Lender will disburse Term Loan B by wire transfer 10,000,000 and integral multiples of $5,000,000 in immediately available funds to such account as may be agreed upon by Borrowers and Lender. Term Loan B shall constitute part of the Obligations and shall be secured by all of the Collateral. All of the Collateral, including the assets of Apollo Drilling, shall secure all of the Obligations. Any portion of Term Loan B which is repaid may not be reborrowed.excess thereof, (b) Notwithstanding Item 9 of the Schedule to the Loan Agreement, Term Loan B shall bear interest at a rate per annum equal to the Prime Rate plus 3.00 (computed on the basis of the actual number of days elapsed over a year of 360 days). (c) Borrowers shall make interest payments with respect to Term Loan B on the first day of each calendar month, commencing on July 1, 2006, and Borrowers shall make a payment of all outstanding principal plus accrued interest with respect to Term Loan B on the earlier of (i) December 20, 2006, and (ii) each existing Lender shall be given the termination opportunity (but shall not be obligated) to issue a commitment for its pro rata share (based on such Lender's aggregate Commitment Percentage) of the Loan Agreement.Additional Term Loan; (diii) Borrowers shall have the right to prepay Term Loan B in whole or in part from time to time without penalty. Each partial prepayment of Term Loan B shall be in a principal amount equal to $10,000 or any integral multiple thereof. (e) Borrowers shall be obligated to repay Term Loan B in full upon (i) termination of the Loan Agreement, and (ii) any acceleration of the maturity of Term Loan B or the facility for Revolving Loans contemplated by the Loan Agreement. Additionally, Borrowers shall be required to repay Term Loan B to the extent of any proceeds from any sale or other disposition of any Rig or any other Equipment of Apollo Drilling (it being understood that this clause (ii) shall not be construed to permit any Borrower to sell or otherwise dispose of any Equipment without Lender’s prior written consent), in each case within two Business Days new Lender provides a portion of the receipt thereofAdditional Term Loan, such Lender shall be an Eligible Assignee and shall enter into a joinder agreement to give effect to such new Lender's commitment as the Administrative Agent and the Borrowers may reasonably request; (iv) the Borrowers shall execute and/or deliver to the Administrative Agent such promissory notes, certified resolutions, opinions of counsel and such modifications to this Agreement (including revisions of Schedule 2.1(a)) and the other Credit Documents as the Administrative Agent shall reasonably request in connection with the addition of the Additional Term Loan; and (v) the conditions to borrowing set forth in Section 4.4 shall be satisfied as of the date of such addition of the Additional Term Loan. AdditionallyThe Lenders hereby authorize the Administrative Agent, if at on their behalf, to execute any time for any reason, amendment or modification to this Agreement and the outstanding principal balance other Credit Documents necessary to consummate the addition of the Additional Term Loan B exceeds an amount equal pursuant to 65% of the orderly liquidation value of the Rigs, net of anticipated liquidation costs and expenses, including reasonable attorneys’ fees (which net orderly liquidation value shall be determined based on the most recent appraisal obtained by Lender), on which Lender has a perfected, first-priority security interest subject to no other Lien, Borrowers will immediately, without notice or demand, repay Term Loan B in an amount equal to such excessthis Section.

Additional Term Loan. (a) In addition to the Term Loan, upon the satisfaction of the conditions precedent specified below, Lender shall make a term loan to Borrowers in the principal amount of $1,000,000 (““ Term Loan BB ”). Lender will disburse Term Loan B by wire transfer in immediately available funds to such account as may be agreed upon by Borrowers and Lender. Term Loan B shall constitute part of the Obligations and shall be secured by all of the Collateral. All of the Collateral, including the assets of Apollo Drilling, shall secure all of the Obligations. Any portion of Term Loan B which is repaid may not be reborrowed. (b) Notwithstanding Item 9 of the Schedule to the Loan Agreement, Term Loan B shall bear interest at a rate per annum equal to the Prime Rate plus 3.00 (computed on the basis of the actual number of days elapsed over a year of 360 days). (c) Borrowers shall make interest payments with respect to Term Loan B on the first day of each calendar month, commencing on July 1, 2006, and Borrowers shall make a payment of all outstanding principal plus accrued interest with respect to Term Loan B on the earlier of (i) December 20, 2006, and (ii) the termination of the Loan Agreement. (d) Borrowers shall have the right to prepay Term Loan B in whole or in part from time to time without penalty. Each partial prepayment of Term Loan B shall be in a principal amount equal to $10,000 or any integral multiple thereof. (e) Borrowers shall be obligated to repay Term Loan B in full upon (i) termination of the Loan Agreement, and (ii) any acceleration of the maturity of Term Loan B or the facility for Revolving Loans contemplated by the Loan Agreement. Additionally, Borrowers shall be required to repay Term Loan B to the extent of any proceeds from any sale or other disposition of any Rig or any other Equipment of Apollo Drilling (it being understood that this clause (ii) shall not be construed to permit any Borrower to sell or otherwise dispose of any Equipment without Lender’s prior written consent), in each case within two Business Days of the receipt thereof. Additionally, if i f at any time for any reason, the outstanding principal balance of Term Loan B exceeds an amount equal to 65% of the orderly liquidation value of the Rigs, net of anticipated liquidation costs and expenses, including reasonable attorneys’ fees (which net orderly liquidation value shall be determined based on the most recent appraisal obtained by Lender), on which Lender has a perfected, first-priority security interest subject to no other Lien, Borrowers will immediately, without notice or demand, repay Term Loan B in an amount equal to such excess.

Additional Term Loan. (a) In addition On or after the Closing Date, the Borrower may request one or more Additional Term Loans by delivering a Notice of Borrowing in accordance with Section 1.2(b) to the Administrative Agent. B▇▇▇▇▇▇▇ acknowledges and agrees that notwithstanding anything herein or in the other Loan Documents to the contrary, Lenders are under no obligation to make Additional Term Loans. In connection with any such Notice of Borrowing for Additional Term Loans, the Administrative Agent (at the direction of the Required Lenders) may require Borrower to provide or deliver such other assurances, certificates, documents and agreements as Administrative Agent may request (at the direction of the Required Lenders). If the Lenders agree, in their sole discretion, to make such Additional Term Loan, upon they will so notify the satisfaction of the conditions precedent specified below, Lender shall make a term loan to Borrowers in the principal amount of $1,000,000 (“Term Loan B”). Lender will disburse Term Loan B by wire transfer in immediately available funds to such account as may be agreed upon by Borrowers Administrative Agent and Lender. Term Loan B shall constitute part of the Obligations and shall be secured by all of the Collateral. All of the Collateral, including the assets of Apollo Drilling, shall secure all of the Obligations. Any portion of Term Loan B which is repaid may not be reborrowedBorrower. (b) Notwithstanding Item 9 The delivery of a Notice of Borrowing for an Additional Term Loan 2 shall constitute a representation and warranty by the Borrower and each other Credit Party that on the date of delivery of such Notice of Borrowing and the date Additional Term Loans are to be disbursed pursuant to such Notice of Borrowing (both immediately before and after giving effect to such borrowing and the application of the Schedule to the Loan Agreementproceeds thereof), Term Loan B shall bear interest at a rate per annum equal to the Prime Rate plus 3.00 (computed on the basis of the actual number of days elapsed over a year of 360 days). (c) Borrowers shall make interest payments with respect to Term Loan B on the first day of each calendar month, commencing on July 1, 2006, and Borrowers shall make a payment of all outstanding principal plus accrued interest with respect to Term Loan B on the earlier of (i) December 20, 2006no Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to such Additional Term Loan, and (ii) the termination each of the Loan Agreement. (d) Borrowers shall have representations and warranties made by the right to prepay Term Loan B Borrower set forth in whole Article III or in part from time any other Loan Document, certificate or other writing delivered to time without penalty. Each partial prepayment of Term Loan B the Lender or Administrative Agent shall be true and correct in a principal amount equal to $10,000 or any integral multiple thereof. all material respects (e) Borrowers shall be obligated to repay Term Loan B in full upon (i) termination of the Loan Agreementprovided that, and (ii) any acceleration of the maturity of Term Loan B or the facility for Revolving Loans contemplated by the Loan Agreement. Additionally, Borrowers shall be required to repay Term Loan B to the extent of any proceeds from any sale representation and warranty is qualified by “materiality,” “material adverse effect” or other disposition of any Rig or any other Equipment of Apollo Drilling (it being understood that this clause (ii) shall not be construed to permit any Borrower to sell or otherwise dispose of any Equipment without Lender’s prior written consent), in each case within two Business Days of the receipt thereof. Additionally, if at any time for any reason, the outstanding principal balance of Term Loan B exceeds an amount equal to 65% of the orderly liquidation value of the Rigs, net of anticipated liquidation costs and expenses, including reasonable attorneys’ fees (which net orderly liquidation value similar term shall be determined based on the most recent appraisal obtained by Lender), on which Lender has a perfected, first-priority security interest subject to no other Lien, Borrowers will immediately, without notice or demand, repay Term Loan B true and correct in an amount equal all respects after giving effect to such excessqualification) with the same effect as though made on and as of such date, except to the extent such representation and warranty expressly relate to an earlier date (in which case such representation and warranty shall be true and correct in all material respects (or if any such representation and warranty is qualified by “materiality,” “material adverse effect” or similar language, shall be true and correct in all respects after giving effect to any such qualification) on and as of such earlier date).

Additional Term Loan. (a) In addition Subject to the Term Loan, upon the satisfaction terms and conditions of the conditions precedent specified belowCredit Agreement and this Second Amendment, Lender shall LCPI agrees to make a term loan (the "Additional Term Loan") to Borrowers the Borrower on the Effective Date (as defined below) in an amount equal to $12,000,000. Schedule I to the principal Credit Agreement is hereby amended by adding to the number set forth opposite the name of LCPI, the amount of $1,000,000 12,000,000. No later than 11:00 A.M., New York City time, on the Effective Date, LCPI shall make available to the Administrative Agent in immediately available funds at its office specified in subsection 9.2 of the Credit Agreement the full amount of the Additional Term Loan. The Administrative Agent shall, upon receipt of such sums, (“i) credit the Additional Term Loan B”). Lender will disburse Collateral Account with $3,846,000 of the proceeds of the Additional Term Loan B by wire transfer and (ii) disburse the remaining $8,154,000 of the Additional Term Loan in immediately available funds to such the account of DeepTech specified by the Borrower to the Administrative Agent to reimburse DeepTech for the portion of the Expanded Upgrade Costs (as may be agreed upon defined below) advanced by Borrowers it to the Borrower prior to the date hereof. Prior to the Second Amendment Effective Date the Collateral and Lender. Documentation Agent shall establish a cash collateral account (the "Additional Term Loan B Collateral Account") over which the Collateral and Documentation Agent shall constitute part have sole dominion and control and from which the Borrower shall have no right of withdrawal. As provided in the immediately preceding sentence, on the Second Amendment Effective Date $3,846,000 of the Obligations and shall be secured by all proceeds of the Collateral. All of the Collateral, including the assets of Apollo Drilling, shall secure all of the Obligations. Any portion of Additional Term Loan B which is repaid may not will be reborrowed. (b) Notwithstanding Item 9 of deposited in the Schedule Additional Term Loan Collateral Account. Upon presentation to the Loan Agreement, Term Loan B shall bear interest at a rate per annum equal to the Prime Rate plus 3.00 (computed on the basis of the actual number of days elapsed over a year of 360 days). (c) Borrowers shall make interest payments with respect to Term Loan B on the first day of each calendar month, commencing on July 1, 2006, Collateral and Borrowers shall make a payment of all outstanding principal plus accrued interest with respect to Term Loan B on the earlier Documentation Agent of (i) December 20, 2006, a copy of notices issued in good faith by the Charterer to the Borrower to the effect that it is undertaking commitments to obtain goods and services (and providing reasonable detail of such goods and services) in accordance with the Shoe▇▇▇▇▇ ▇▇▇rade Agreement and (ii) the termination Borrower's written request to the Collateral and Documentation Agent to release funds from the Additional Term Loan Collateral Account in the amount specified in such notices and so long as no Default or Event of Default shall have occurred and be continuing, the Collateral and Documentation Agent will release such funds and transfer the same as directed by the Charterer for safekeeping, pending payment of invoices for such goods and services; provided that no funds shall be withdrawn from the Additional Term Loan Collateral Account until all amounts in the Construction Fund Collateral Account and the Restricted Funds Collateral Subaccount shall have been exhausted in accordance with the terms of subsection 2.2(b) of the Loan Credit Agreement. (d) Borrowers shall have the right to prepay Term Loan B in whole or in part from time to time without penalty. Each partial prepayment of Term Loan B shall be in a principal amount equal to $10,000 or any integral multiple thereof. (e) Borrowers shall be obligated to repay Term Loan B in full ; and provided, further, upon (i) termination completion of the Loan Agreement, and (ii) any acceleration of the maturity of Term Loan B or the facility for Revolving Loans upgrade contemplated by the Loan Shoe▇▇▇▇▇ ▇▇▇rade Agreement. Additionally, Borrowers shall be required the Collateral and Documentation Agent shall, upon request of the Borrower, release to repay the Borrower the sum then on deposit in the Additional Term Loan B to Collateral Account and such sum may be used by the extent of any proceeds from any sale or other disposition of any Rig or any other Equipment of Apollo Drilling (it being understood that this clause (ii) shall not be construed to permit any Borrower to sell or otherwise dispose of any Equipment without Lender’s prior written consent), for general working capital purposes in each case within two Business Days accordance with the terms of the receipt thereof. Additionally, if at any time for any reason, the outstanding principal balance of Term Loan B exceeds an amount equal to 65% of the orderly liquidation value of the Rigs, net of anticipated liquidation costs and expenses, including reasonable attorneys’ fees (which net orderly liquidation value shall be determined based on the most recent appraisal obtained by Lender), on which Lender has a perfected, first-priority security interest subject to no other Lien, Borrowers will immediately, without notice or demand, repay Term Loan B in an amount equal to such excessCredit Agreement.