Xxxxxxxxx, Xxeasurer. Re: Fourth Amendment and Waiver to (a) Pool Company Restated Revolving Credit Agreement, and (b) Pool Company Restated Term Loan Agreement Gentlemen: Reference is made to:
Xxxxxxxxx, Xxeasurer. Re: (a) Second Amendment to ISDL Term Loan Agreement, (b) Third Amendment to Pool Company Restated Revolving Credit Agreement, and (c) Third Amendment to Pool Company Restated Term Loan Agreement Gentlemen: Reference is made to (a) the Term Loan Agreement dated as of November 30, 1995, as modified by the First Amendment dated as of July 31, 1996 (the "ISDL AGREEMENT"), among International Sea Drilling Ltd. ("ISDL"), NationsBank of Texas, N.A., National Bank of Canada and National Bank of Alaska (collectively, "LENDERS"), and NationsBank of Texas, N.A., as agent ("AGENT"), (b) the Restated Credit Agreement dated as of November 30, 1995, as modified by the First Amendment and Waiver dated as of April 3, 1996, and the Second Amendment dated as of July 31, 1996 (the "REVOLVING CREDIT AGREEMENT"), among Pool Company, Lenders and Agent, and (c) the Restated Term Loan Agreement dated as of November 30, 1995, as modified by the First Amendment and Waiver dated as of April 3, 1996, and the Second Amendment dated as of July 31, 1996 (the "TERM LOAN AGREEMENT"), among Pool Company, Lenders, and Agent. Unless otherwise indicated, all capitalized terms herein are used as defined in the ISDL Agreement, the Revolving Credit Agreement and the Term Loan Agreement. ISDL and Pool Company have each advised Agent and Lenders that it wishes to modify certain provisions of the ISDL Agreement, the Revolving Credit Agreement and the Term Loan Agreement. Therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, ISDL, Pool Company, Agent and Lenders agree as follows:
Xxxxxxxxx, Xxeasurer. Re: (a) First Amendment to ISDL Term Loan Agreement, (b) Second Amendment to Pool Company Restated Revolving Credit Agreement, and (c) Restated Term Loan Agreement Gentlemen: Reference is made to (a) the Term Loan Agreement dated as of November 30, 1995 (the "ISDL AGREEMENT"), among International Sea Drilling Ltd. ("ISDL"), NationsBank of Texas, N.A., National Bank of Canada and National Bank of Alaska (collectively, "LENDERS"), and NationsBank of Texas, N.A., as agent ("AGENT"), (b) the Restated Credit Agreement dated as of November 30, 1995, as modified by the First Amendment and Waiver dated as of April 3, 1996 (the "REVOLVING CREDIT AGREEMENT"), among Pool Company, Lenders and Agent, and (c) the Restated Term Loan Agreement dated as of November 30, 1995, as modified by the First Amendment and Waiver dated as of April 3, 1996 (the "TERM LOAN AGREEMENT"), among Pool Company, Lenders, and Agent. Unless otherwise indicated, all capitalized terms herein are used as defined in the ISDL Agreement, the Revolving Credit Agreement and the Term Loan Agreement. ISDL has advised Agent that it needs to guarantee payroll transfers of up to $400,000, to allow for Rig 489 employees to be paid by ISDL. In addition, Pool Company has advised Agent and Lenders that it wishes to purchase the remaining 51% of Antah Drilling Sdn. Bhd., a Malaysia company ("ADSB") with proceeds from PESCO's recent offering of 4.6 million shares of its common stock which was completed on July 9, 1996 (the "PUBLIC OFFERING"). Pool Company has also advised Agent and Lenders that it intends to use the remaining proceeds from such offering to, among other things, acquire 51% of a new joint venture company in Argentina (the "ARGENTINA COMPANY"), replenish funds used to acquire certain assets of Western Oil Well Service Co., and upgrade Rig No. 455 (which will then be redesignated as Rig No. 18) in connection with a new contract in the Gulf of Mexico. Therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, ISDL, Pool Company, Agent and Lenders agree as follows:
