EXHIBIT 99.3.2
BLACK WARRIOR WIRELINE CORP.
ACCEPTANCE:
CONFIRMATION, ACKNOWLEDGMENT, AGREEMENT AND CONSENT
EFFECTIVE AS OF NOVEMBER 30, 2005
# NAME OF HOLDER: ORIGINAL PRINCIPAL AMOUNT OF NOTE:
--- --------------- ----------------------------------
[#] [NAME] [$AMOUNT]
The undersigned (herein called "Holder") is the holder of that certain
Convertible Promissory Note (as amended, restated, modified or otherwise
supplemented from time to time, the "Note") in the original principal amount set
forth above, made by Black Warrior Wireline Corp. (the "Company") as one of a
series of notes issued during the period December 1999 through February 2000
(the "1999 Notes"). The Note was issued pursuant to that certain Agreement for
Purchase and Sale dated December 17, 1999 (the "Purchase Agreement"), and the
related Borrower Security Agreement dated December 17, 1999 (the "Security
Agreement"). The Note is subject to that certain Subordination Agreement made as
of September 14, 2001 among General Electric Capital Corporation ("GECC"),
Holder, and the holders of other subordinated debt of the Company, as amended by
that certain First Amendment to Subordination Agreement made as of August 5,
2004 among GECC, Holder, and the holders of other subordinated debt of the
Company (as so amended, the "2001 Subordination Agreement"). Under the 2001
Subordination Agreement, among other things, the Note is subordinated to the
Company's senior indebtedness that may be incurred from time to time under a
credit facility entered into September 2001, which was extended, refinanced,
renewed, and replaced by that certain Amended and Restated Credit Agreement
dated as of November 14, 2004 by and among the Company, the lenders from time to
time parties thereto (including GECC) and GECC, as agent for such lenders (as
amended, restated, modified or otherwise supplemented from time to time, the
"2004 Credit Facility"). The Company is now seeking to refinance the 2004 Credit
Facility by entering into (i) a Second Amended and Restated Credit Agreement by
and among the Company, the lenders from time to time parties thereto (together,
the "First Lien Lenders") and GECC, as agent for such lenders (the "First Lien
Agent"), which is expected to provide for a $30 million Senior Secured Term
Loan, a $15 million Senior Secured Revolving Credit Facility and a $5 million
Capital Expenditures Loan (together, the "First Lien Facilities") and (ii) a
Second Lien Credit Agreement by and among the Company, the lenders from time to
time parties thereto (together, the "Second Lien Lenders"; the First Lien
Lenders and the Second Lien Lenders are collectively referred to herein as the
"Senior Lenders") and GECC, as agent for such lenders (the "Second Lien Agent";
the First Lien Agent and the Second Lien Agent are collectively referred to
herein as the `Senior Agents"), which is expected to provide for a $25 million
Second Lien Term Loan (the "Second Lien Facility")(together, the First Lien
Facilities and the Second Lien Facility are collectively referred to as the
"Senior Credit Facilities").
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To facilitate the Company's efforts to obtain and close on the Senior Credit
Facilities, the Holder hereby:
o agrees that the indebtedness evidenced by the 1999 Notes and
the liens at any time securing the repayment thereof shall be
and remain at all times thereafter junior and subordinate to
the indebtedness at any time outstanding under the Senior
Credit Facilities (and refinancings thereof) and the liens at
any time securing the repayment of the indebtedness at any
time outstanding under the Senior Credit Facilities (and
refinancings thereof);
o irrevocably makes, constitutes and appoints SJMB, L.P., a
Delaware limited partnership ("SJMB"), and all officers,
employees or agents designated by SJMB, as the Holder's true
and lawful agent and attorney-in-fact for the purpose of
negotiating and executing and delivering to the Senior Agents,
for their benefit and the benefit of the Senior Lenders, a new
subordination and intercreditor agreement in the name and on
behalf of the Holder (the "2005 Subordination Agreement"),
which shall (i) evidence the subordination by the Holder of
the indebtedness evidenced by the 1999 Notes and the liens at
any time securing the repayment thereof provided for
hereinabove and shall contain such other terms as SJMB may
approve in its sole discretion, and the execution and delivery
of the 2005 Subordination Agreement by SJMB in the name and on
behalf of the Holder shall conclusively evidence SJMB's
approval thereof, and shall be binding upon and enforceable
against the Holder and the Holder's heirs, personal
representatives, successors and assigns, (ii) become effective
simultaneously with the effectiveness of the Senior Credit
Facilities and (iii) upon the effectiveness of the 2005
Subordination Agreement, replace and supersede in its entirety
the 2001 Subordination Agreement;
o agrees that the maturity date of each 1999 Note of Holder is
hereby extended to the date that is ninety-one (91) days after
the maturity date of the last of the Senior Credit Facilities
to mature (which maturity date shall be as set forth in the
definitive documentation evidencing the Senior Credit
Facilities and may be up to five years after the effective
date of the Senior Credit Facilities); and
o confirms, acknowledges, agrees and consents to execute and
deliver at the Company's request such other and additional
confirmations, acknowledgments, consents and other writings
(including a replacement promissory note) as may be requested
confirming the foregoing in connection with the Company's
negotiation, execution and delivery of the definitive
documents relating to the Senior Credit Facilities and the
closing of that transaction; provided, that the Holder agrees
and acknowledges that no additional writing shall be necessary
to evidence the foregoing confirmations, acknowledgements and
agreements made by Holder herein.
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Subject to the above, all other provisions of the Note shall remain in full
force and effect, including without limitation, the accrual of interest due
thereon and the conversion rights granted by Article IV thereof.
The Holder hereby waives any defaults currently existing under the Note, the
Purchase Agreement, and the Security Agreement.
This Acceptance is granted by Holder and is herewith delivered by Holder for the
purpose of facilitating the Company's efforts to enter into the Senior Credit
Facilities. In the event the Company has not entered into the Senior Credit
Facilities on or before December 31, 2005, this Acceptance delivered herewith by
Holder shall each be null, void and of no effect.
Executed effective as of November 30, 2005.
HOLDER:
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COMPANY:
BLACK WARRIOR WIRELINE CORP.
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William L. Jenkins
President
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