[Diamond M Onshore Letterhead]
December 31, 1996
Drillers, Inc.
625 Paragon Center One
000 Xxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Gentlemen:
Reference is hereby made to that certain Asset Purchase Agreement, dated
as of November 12, 1996 (the "Purchase Agreement"), between Diamond M Onshore,
Inc. (the "Company") and Drillers, Inc. ("Buyer"), to which Diamond Offshore
Drilling, Inc. is a party for the purposes of Article 12 and Section 8.5
thereof and DI Industries, Inc. is a party for the purposes of Article 13
thereof. All capitalized terms used in this letter (this "Agreement") and not
otherwise defined shall have the meanings assigned to them in the Purchase
Agreement.
The Purchase Agreement is hereby amended, effective as of the Closing Date
as follows:
1. Subsection 3.1(b)(iii)(y) is hereby amended to read in its entirety
as follows: "any necessary consents to transfer or assign Contracts
or Permits, to the extent the same are transferable or assignable".
2. Subsection 3.1(k) is hereby amended to insert the word "not" in the
third line of the first sentence thereof immediately after the word
"would" and immediately before the word "result".
3. Section 10.14 is hereby amended to read in its entirety as follows:
"10.14 SURVIVAL. Except as provided in Sections 3.3 and 3.4, no
representations, warranties, covenants or agreements in this
Agreement shall survive the Closing except for Articles 6,8,9,10,12
and 13 and Sections 1.2, 1.6, 2.4 and 4.12."
-1-
Except as expressly herein amended, the Purchase Agreement shall remain in
full force and effect. All references to the Purchase Agreement in the legal
opinions, certificates, ancillary agreements and other documents delivered at or
in connection with the Closing shall be deemed to refer to the Purchase
Agreement as hereby amended.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas, without giving effect to conflict of laws rules or
principles, and shall inure to the benefit of and be binding upon the successors
and assigns of the parties hereto; provided that this Agreement may not be
assigned by any party without the prior written consent of all other parties. No
provision of this Agreement may be amended, modified or waived, except as a
written document signed by all parties hereto. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement. This Agreement is
not intended to be for the benefit of, and shall not be enforceable by, any
person or entity that is not a party hereto.
Please acknowledge receipt of this letter and confirm your agreement
concerning the matters stated herein by signing and returning the enclosed copy
hereof, whereupon this Agreement and your acceptance of the terms and conditions
herein provided shall constitute a binding Agreement between us.
Very truly yours,
DIAMOND M ONSHORE, INC,
By: /s/ XXXXXXX X. XXXXXXXXXX
Xxxxxxx X. Xxxxxxxxxx
Vice President
Accepted and agreed to as
of the date above first written:
DRILLERS, INC.
By: /s/ XXXXXX XxXXXXX
Name: Xxxxxx XxXxxxx
Title: Sr. V.P.- Domestic Ops.
DI INDUSTRIES, INC.
By: /s/ XXXXXX XxXXXXX
Name: Xxxxxx XxXxxxx
Title: Sr. V.P.- Domestic Ops.
DIAMOND OFFSHORE DRILLING, INC.
By: /s/ XXXXXXX X. XXXXXXXXXX
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
