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EXHIBIT 10.2
AMENDMENT NO. 2 AND WAIVER
This AMENDMENT NO. 2 AND WAIVER ("Amendment") is made as of June 6, 1997
by and among DI INDUSTRIES, INC., a Texas corporation (the "Company"),
DRILLERS, INC., a Texas corporation ("DI" and, with the Company the
"Borrowers"), each of the Subsidiary Guarantors party thereto (the "Subsidiary
Guarantors"), the lending institutions from time to time party thereto (each a
"Lender" and collectively the "Lenders") and Bankers Trust Company, as Agent
and Administrative Agent, and ING (US) Capital Corporation, as Co-Agent and
Documentation Agent. This Amendment is made with reference to that certain
Amended and Restated Senior Secured Revolving Credit Agreement dated as of
December 31, 1996 by and among the Borrowers, the Subsidiary Guarantor, the
Agent and the Co-Agent and Nordlandsbanken ASA, as a Lender (as amended to
date, the "Credit Agreement"). All capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit
Agreement.
Whereas, the Borrowers, Subsidiary Guarantor, Agent, Co-Agent and the
Lender entered into the Senior Secured Reducing Revolving Credit Agreement on
December 31, 1996 (the "Initial Agreement"); and
Whereas, the Borrowers, Subsidiary Guarantor, Agent, Co-Agent and the
Lender have amended and restated the Initial Agreement by entering into an
Amended and Restated Senior Secured Revolving Credit Agreement on April 30,
1997; and
Whereas, the Borrowers, Subsidiary Guarantor, Agent, Co-Agent and the
Lender desire to further amend and waive certain terms of the Credit Agreement
as set forth below in order to accommodate the transactions described in the
Company's Registration Statement under the Securities Act of 1933 on Form S-3
as filed with the Securities and Exchange Commission on June 6, 1997.
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS AND WAIVERS
1.1. Section 8 of the Credit Agreement is hereby amended by adding a
new Section 8.04(j) as follows:
"and (j) indebtedness evidenced by the Company's Senior Notes
due 2007 in the aggregate principal amount of $150,000,000."
1.2. Section 8 of the Credit Agreement is hereby amended by deleting
Section 8.10 in its entirety and replacing it with the following:
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"8.10. Interest Coverage Ratio. The Company will not permit the
Interest Coverage Ratio to be (a) less than 2.5:1.0 prior to and
including December 31, 1997 and (b) less than 3.0:1.0
thereafter."
1.3. Section 10 of the Credit Agreement is hereby amended by deleting
the definition of Change of Control Event in its entirety and replacing it with
the following:
"Change of Control Event" shall mean (a) the Company shall cease
to own directly 100% on a fully diluted basis of the economic
and voting interest in the capital stock of Drillers, Inc. and
DI International, Inc. or (b) any Person or "group" (within the
meaning of Rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934, as in effect on the Effective Date), other than the
Persons referenced in subsection (d) of this definition, shall
have (A) acquired beneficial ownership of 30% or more on a fully
diluted basis of the voting and/or economic interest in the
company's capital stock or (B) obtained the power (whether or
not exercised) to elect a majority of the Company's directors or
(c) the Board of Directors of the Company shall cease to consist
of a majority of Continuing Directors or (d) Norex Drilling
Ltd., Somerset Drilling Associates, L.L.C., and Somerset Capital
Partners shall cease to own or control at least 25% on a fully
diluted basis of the voting interest in the capital stock of the
Company.
1.4. Section 10 of the Credit Agreement is hereby amended by deleting
the definition of Foreign Cash Equivalents in its entirety and replacing it
with the following:
"Foreign Cash Equivalents" shall mean (a) dollar denominated
certificates of deposit or bankers acceptances of any bank
organized under the laws of the jurisdiction of incorporation of
a Foreign Subsidiary, provided that a short-term commercial
paper rating of such bank from S&P is at least A-1 or the
equivalent thereof or from Xxxxx'x is at least P-1 or the
equivalent thereof, in each case with maturities of not more
than twelve months from the date of acquisition, and (b) demand
deposit operating accounts maintained in the ordinary course of
business by the Company's Foreign Subsidiaries which are
denominated in the currency of the jurisdiction where the
financial institution holding such deposit is located."
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SECTION 2. RATIFICATION OF AGREEMENT
2.1. To induce the Required Lenders to enter into this
Amendment, each Borrower represents and warrants that after giving
effect to this Amendment no violation of the terms of the Credit
Agreement exist and all representations and warranties contained in
the Credit Agreement are true, correct and complete in all material
respects on and as of the date hereof except to the extent such
representations and warranties specifically relate to an earlier date
in which case they were true, correct and complete in all material
respects on and as of such earlier date.
2.2. Except as expressly set forth in this Amendment, the terms,
provisions and conditions of the Credit Agreement and other Credit
Documents are unchanged, and said agreements, as amended, shall
remain in full and effect and are hereby confirmed and ratified.
SECTION 3. COUNTERPARTS; EFFECTIVENESS
This Amendment may be executed in any number of counterparts,
and all such counterparts taken together-shall be deemed to
constitute one and the same instrument. Signature pages may be
detached from counterpart documents and reassembled to form duplicate
executed originals. This Amendment shall become effective as of the
date hereof upon the execution of the counterparts hereof by each of
the Borrowers, the Subsidiary Guarantor and the Required Lenders.
SECTION 4. GOVERNING LAW
THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
SECTION 5. ACKNOWLEDGMENT AND CONSENT
BY SUBSIDIARY GUARANTOR
The Subsidiary Guarantor hereby acknowledges that it has read this
Amendment and consents to the terms hereof and further confirms and agrees
that, notwithstanding the effectiveness of this Amendment, its obligations
under the Guarantee shall not be impaired or affected and the Guarantee is, and
shall continue to be, in full force and effect and is hereby confirmed and
ratified in all respects.
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Witness the execution hereof by the respective duly authorized
officers of the undersigned as of the date first above written.
BANKERS TRUST COMPANY, DI INDUSTRIES, INC.,
Individually and as Co-Agent as Borrower
By: /s/ XXXX XX XXXXX By: /s/ T. XXXXX X'XXXXX
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Title: Assistant Vice President Title: Senior Vice President
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ING (US) CAPITAL CORPORATION, DRILLERS, INC.,
Individually and as Co-Agent as Borrower
By: /s/ XXXXX XXXXXXX By: /s/ T. XXXXX X'XXXXX
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Title: Senior Associate Title: Senior Vice President
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DI INTERNATIONAL, INC.,
as Guarantor
By: /s/ T. XXXXX X'XXXXX
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Title: Senior Vice President
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