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EXHIBIT 10(bb)
May 8, 1996
Alexander Energy Corporation
701 Cedar Lake Boulevard
Oklahoma City, Oklahoma 73114
Gentlemen:
Reference is hereby made to that certain Agreement and Consent dated April
15, 1996 ("Consent") by and among Canadian Imperial Bank of Commerce, as Agent,
CIBC Inc., as Lender and as Collateral Agent, and Alexander Energy Corporation.
Unless otherwise indicated, capitalized terms used herein shall have the same
meaning as in the Consent.
Anything in the Consent to the contrary notwithstanding, the undersigned
hereby agree, consent and acknowledge to the distribution in kind of assets from
the 1987 Partnership in connection with the dissolution and winding up of such
Partnership, and the payment in full of all the Indebtedness of the 1987
Partnership.
With respect to the consent from John Hancock required pursuant to Section
1d.ii. of the Consent, it is understood and agreed that a consent by John
Hancock to the consent to dissolution, liquidation and winding up of the
Partnerships, the distribution of assets and the payment of the Indebtedness of
the Partnerships as well as to the terms and provisions of section 2 to the
Agreement is all that is required thereunder, it being understood that such
consent shall stipulate that each of the Agent, the Collateral Agent and the
Lenders shall be entitled to rely on such consent.
This letter together with the Consent constitutes the entire understanding
of the parties hereto with respect to the subject matter hereof and supersedes
any prior agreements, written or oral, with respect thereto. This letter may
be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any party hereto may execute this
letter by signing one or more counterparts.
CANADIAN IMPERIAL BANK OF COMMERCE,
acting through its New York Agency,
as Agent
By: MARYBETH ROSS
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Title: Authorized Signatory
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Alexander Energy Corporation
May 8, 1996
Page 2
CIBC INC., as Collateral Agent and
Lender
By: MARYBETH ROSS
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Title: Authorized Signatory
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AGREED AND CONSENTED TO:
ALEXANDER ENERGY CORPORATION
By: /s/ DAVID E. GROSE
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Title: CFO/Vice President
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