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EXHIBIT 10.1
[Letterhead of Mellon Bank]
June 30, 1999
Xx. Xxxx Xxxxxxx
UTI Energy Corp.
00000 Xxxxxxxxxxx Xxxx, Xxxxx 000X
Xxxxxxx, Xxxxx 00000
Re: UTI Energy Corp., et al.
Dear Xxxx:
This letter, when executed as provided below, shall constitute the
agreement of the parties hereto with respect to the matter set forth below:
Pursuant to that certain Amended and Restated Loan and Security
Agreement between the Obligors and Mellon Bank, N.A. ("Bank") dated June 19,
1998 (as the "Loan Agreement"), Xxxxxx agreed, interalia, to extend to
Borrowers certain credit facilities as further described therein.
The Borrowers have requested and the Bank has agreed to amend the Loan
Agreement as follows:
1. Interest Coverage Ratio. Obligors will maintain an Interest
Coverage Ratio of not less than (a) 4.0 to 1.0 as of the end
of each fiscal quarter through the fiscal quarter ending
December 31, 1998; (b) 2.7 to 1.0 as of the end of the fiscal
quarter ending March 31, 1999; (c) 0.5 to 1.0 as of the end of
the fiscal quarter ending June 30, 1999; and (d) 4.0 to 1.0 as
of the end of each fiscal quarter thereafter. The Interest
Coverage Ratio will be calculated on a rolling four (4)
quarters basis for the four (4) full fiscal quarters then
ended."
In consideration for the Bank entering into this Letter Agreement,
Xxxxxxxx agree to pay to Bank an amendment fee equal to Five Thousand Dollars
($5,000.00). Such fee shall be fully earned and shall be due and payable upon
execution of this Letter Agreement.
Nothing contained herein shall constitute a waiver by Bank of any
Obligor's compliance with the terms of the Loan Documents, nor shall anything
contained herein constitute an agreement by Bank to enter into any further
amendment of the Loan Agreement. Capitalized terms used herein and not otherwise
defined shall have such meaning as provided in the Loan Agreement.
Nothwithstanding anything to the contrary contained herein, as a
condition precedent to the amendment of the Interest Coverage Ratio provided
herein, Obligors shall execute and deliver or
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provide to Bank and its counsel any and all open items in connection with (i)
the First Amendment to Loan and Security Agreement, (ii) Second Amendment to
Loan and Security Agreement, (iii) the Third Amendment to Loan and Security
Agreement, and (iv) all other documents executed in connection therewith, as
required by the Bank or its counsel.
Kindly indicate your acceptance of the terms of this letter by signing
the space provided below:
Very truly yours,
MELLON BANK, N.A.
By /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, Vice President
Intending to be legally bound hereby, this letter is agreed to and
accepted by the undersigned on this 30th day of June 1999.
International Petroleum Services Company
Suits Drilling Company
UTI Drilling, L.P.
Universal Well Services, Inc.
UTICO Hard Rock Boring, Inc.
UTI Energy Corp.
By /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Vice President
UTICO, Inc.
By /s/ Xxxxxxx X. Xxxxxxx
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Vice President
