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EXHIBIT 10.1
MAY 1999 AMENDMENT TO THE CREDIT AGREEMENT
AND WAIVER AND CONSENT
MAY 1999 AMENDMENT TO THE CREDIT AGREEMENT AND WAIVER AND
CONSENT (this "Amendment"), dated as of May 21, 1999, among Pool Energy Services
Co. ("PESCO"), Pool Company (formerly Pool Energy Holding, Inc. and the
successor by merger to Pool Company (the "Borrower")), and various banks party
to the hereinafter defined Credit Agreement. All capitalized terms defined in
the Credit Agreement shall have the same meaning when used herein unless
otherwise defined herein.
W I T N E S S E T H:
WHEREAS, PESCO, Pool Energy Holdings, Inc., Pool Company,
various Banks, SBC Warburg Dillon Read Inc., as Arranger, Credit Lyonnais New
York Branch, as Administrative Agent, and Swiss Bank Corporation, Stamford
Branch, as Documentation Agent (the "Documentation Agent"), entered into an
Amended and Restated Credit Agreement, dated as of March 26, 1998 (as amended to
date, the "Credit Agreement"); and
WHEREAS, UBS AG, New York Branch, is the successor by merger
to the Documentation Agent; and
WHEREAS, the parties hereto wish to amend the Credit Agreement
as herein provided; and
WHEREAS, the Banks party hereto are willing to grant the
waivers of and consents with respect to the Credit Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties hereto hereby agree as follows:
1. Amendments to the Credit Agreement. (a) Section 9.08 of the
Credit Agreement is hereby amended by deleting the table therein and replacing
it with the following:
Fiscal Quarter Ending Ratio
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March 31, 1999 1.55:1.00
June 30, 1999 1.33:1.00
September 30, 1999 1.33:1.00
December 31, 1999 1.33:1.00
during 2000 or any year thereafter 1.75:1.00
(b) Clause (y) of Section 9.11 of the Credit Agreement is
hereby amended by deleting the words "for of" and replacing them with "from".
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(d) Clause (G) of the definition of "Contingent Obligation" in
Section 11.01 of the Credit Agreement is hereby amended in its entirety to read
as follows:
(G) PESCO's guarantee of the Borrower's obligations relating to any
sale and leaseback transaction with respect to the Ranger Rigs or the
1999 Offshore Vessels.
(c) Section 11.01 of the Credit Agreement is hereby amended by
adding the following defined term thereto in proper alphabetical order:
"1999 Offshore Vessels" shall mean the offshore supply vessels
(i) M/V Cape Xxxx (official no. 1076184), (ii) M/V Cape Hope (official
no. 1076117), (iii) M/V Cape Beaufort (official no. 1076186) and (iv)
M/V Cape Hawke (official no. 1076185).
2. Consents and Waivers. The Required Banks hereby grant the
following consents and waivers with respect to the Credit Agreement:
(a) The Banks party hereto hereby consent to (i) the
acquisition by the Borrower of the 1999 Offshore Vessels, (ii) the Borrower
entering into four separate operating lease sale/leaseback transactions with
respect to the 1999 Offshore Vessels (the "New Sale/Leaseback Transactions")
similar to the sale/leaseback transaction presently in effect with respect to
the Ranger Rigs and (iii) the use by the Borrower of the proceeds from the New
Sale/Leaseback Transactions for the acquisition of capital assets and/or the
repayment of debt.
(b) The Banks party hereto hereby waive the applicability of
and compliance by the Borrower with the provisions of Sections 3.03(b), 4.02(f)
and 9.02 of the Credit Agreement with respect to the New Sale/Leaseback
Transactions, agree that the New Sale/Leaseback Transactions shall not be
included in the determination of the aggregate value of asset sales permitted
pursuant to Section 9.02(iv) of the Credit Agreement and agree that the
provisions of clause (G) of the definition of Contingent Obligation in Section
11.01 of the Credit Agreement shall apply to the New Sale/Leaseback
Transactions.
3. Amendment, Consent and Waiver Fee. Provided the Required
Banks execute this Amendment on or prior to May 21, 1999, the Borrower agrees to
pay each Bank that executes this Amendment on or prior to May 21, 1999 an
amendment, consent and waiver fee equal to 0.075% of such Bank's Revolving Loan
Commitment as of May 21, 1999. Such fee shall be paid by the Borrower on or
prior to May 28, 1999.
4. Representations and Warranties. In order to induce the
Required Banks to enter into this Amendment, each of PESCO and the Borrower
hereby represents and warrants that:
(a) no Default or Event of Default will exist as of the date
hereof and after giving effect to this Amendment; and
(b) as of the date hereof, after giving effect to this
Amendment, all representations, warranties and agreements of PESCO or the
Borrower contained in the Credit Agreement will be true and correct in all
material respects.
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5. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF
LAW PROVISIONS THEREOF.
6. Agreement Not Otherwise Amended. This Amendment is limited
precisely as written and shall not be deemed to be an amendment, consent, waiver
or modification of any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein, or prejudice any right or
rights which the Banks, the Arranger, the Administrative Agent, the
Documentation Agent or any of them now have or may have in the future under or
in connection with the Credit Agreement or any of the instruments or agreements
referred to therein. Except as expressly modified hereby, the terms and
provisions of the Credit Agreement shall continue in full force and effect.
Whenever the Credit Agreement is referred to in the Credit Agreement or any of
the instruments, agreements or other documents or papers executed and delivered
in connection therewith, it shall be deemed to be a reference to the Credit
Agreement as modified hereby.
7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective duly authorized
officers as of the date first above written.
POOL ENERGY SERVICES CO.
By /s/ X. X. XXXXXXXX
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Name: X. X. Xxxxxxxx
Title: Senior Vice President, Finance
By /s/ X. X. XXXXXXXXX
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Name: X. X. Xxxxxxxxx
Title: Treasurer
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POOL COMPANY
By /s/ X. X. XXXXXXXX
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Name: X. X. Xxxxxxxx
Title: Senior Vice President, Finance
By /s/ X. X. XXXXXXXXX
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Name: X. X. Xxxxxxxxx
Title: Treasurer
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ PHILIPPE SOUSTRA
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Name: Philippe Soustra
Title: Senior Vice President
UBS AG, STAMFORD BRANCH
By /s/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
Title: Executive Director
By /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Associate Director
BANK ONE, TEXAS, N.A.
By /s/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
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HSBC BANK USA
By /s/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx, #9429
Title: Relationship Manager
ARAB BANKING CORPORATION (B.S.C.)
By /s/ XXXXXXX X. PALUCHE'
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Name: Xxxxxxx X. Xxxxxxx'
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ A. S. XXXXXXXXXX
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Name: A. S. Xxxxxxxxxx
Title: Sr. Team Leader-Loan Operations
BANQUE NATIONALE DE PARIS,
HOUSTON AGENCY
By
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Name:
Title:
DEN NORSKE BANK ASA
By
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Name:
Title:
By
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Name:
Title:
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THE FUJI BANK, LIMITED,
NEW YORK BRANCH
By /s/ XXXXXXX XXXXXXX
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Name: Xxxxxxx Xxxxxxx
Title: Vice President & Manager
GULF INTERNATIONAL BANK B.S.C.
By
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Name:
Title:
HIBERNIA NATIONAL BANK
By /s/ XXXXX XXXX
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Name: Xxxxx Xxxx
Title: Senior Vice President
NATEXIS BANQUE BFCE
By /s/ XXXXXX X. x'XXXXXX
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Name: Xxxxxx X. x'Xxxxxx
Title: Senior Vice President &
Regional Manager
By /s/ N. XXXX XXXXXX
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Name: N. Xxxx Xxxxxx
Title: Assistant Vice President
NATIONAL BANK OF ALASKA
By /s/ XXXXXXXX XXXXXX BENZ
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Name: Xxxxxxxx Xxxxxx Benz
Title: Vice President
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