<PAGE> 1
EXHIBIT 10.1
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment")
is made and entered into as of this 18th day of October, 2000, by and among THE
CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (hereinafter "CITBC"),
in its individual capacity and as Agent for the Lenders hereinafter named
(hereinafter the "AGENT"), Foothill Capital Corporation, a California
corporation ("FCC"), GMAC Business Credit, LLC, a Michigan limited liability
company ("GMAC"), The CIT Group/Equipment Financing, Inc., a Delaware
corporation ("CITEF"), and any other party hereafter becoming a Lender pursuant
to Section 13, Paragraph 9 of the Agreement (as hereinafter defined), each
individually sometimes referred to as a "LENDER" and, collectively, the
"LENDERS"), and UTI Drilling, L.P., a Texas limited partnership ("UTI"), Norton
Drilling, L.P., a Delaware limited partnership, as successor in interest (by
conversion) to Norton Drilling Company, a Delaware corporation ("NDLP"),
Universal Well Services, Inc., a Delaware corporation ("UWSI"), UTI Management
Services, L.P., a Texas limited partnership ("UTIMS"), and Suits Drilling
Company, an Oklahoma corporation ("SDC"), (UTI, NDLP, UWSI, UTIMS and SDC,
together with any additional entities which may become a Company under the
Agreement from time to time, being referred to herein individually as a
"COMPANY" and, collectively, as the "COMPANIES").
RECITALS
A. WHEREAS, pursuant to the terms and subject to the conditions of
that certain Loan and Security Agreement dated as of November 22, 1999 between
the parties hereto (such Loan and Security Agreement, as the same is hereby
amended and may hereafter be amended from time to time, being hereinafter
referred to as the "Agreement"), the Companies were granted a $75,000,000
revolving line of credit which included a letter of credit facility;
B. WHEREAS, the indebtedness of the Companies to the Lenders is
currently evidenced by that certain Revolving Loan Promissory Note dated May
18, 2000 (the "Existing Revolving Note"), executed by the Companies and payable
to CITBC as Agent for the benefit of the Lenders;
C. WHEREAS, payment of the Obligations of the Companies was supported
by the guaranties of UTI Energy Corp., a Delaware corporation (the "PARENT"),
UTICO, Inc., a Delaware corporation ("HOLDING"), UTICO Hard Rock Boring, Inc.,
a Delaware corporation ("UHRB"), International Petroleum Services Company, a
Pennsylvania corporation ("IPSCO"), Norton Drilling Services, Inc., a Delaware
corporation ("NDS"), Norton Drilling Company Mexico, Inc., a Delaware
corporation ("NDM") and UTI Drilling Canada, Inc., a Delaware corporation ("UTI
CANADA") (Parent, Holding, UHRB, IPSCO, NDS, NDM and UTI Canada are referred to
herein, individually, as a "GUARANTOR" and, collectively, as the "GUARANTORS");
D. WHEREAS, to secure, in part, the indebtedness under the Agreement
and the Existing Revolving Note (and all renewals, extensions, modifications
and/or rearrangements thereof and in connection therewith) and all other
indebtedness, liabilities and obligations of the Companies to the Agent for the
benefit of the Lenders, then existing or thereafter arising, (i) the Companies
have heretofore executed in favor of the Agent certain Loan Documents (as
defined in the Agreement), including, without limitation, the Guaranty, (as
defined in the Agreement), which Loan Documents shall continue as amended in
connection herewith in full force and effect upon the execution of this
Page 1
<PAGE> 2
Amendment, all of the Loan Documents to continue to secure the payment by the
Companies of the Obligations (as defined in the Agreement) all as more fully
set forth therein and herein;
E. WHEREAS, the Companies have requested and, pursuant to the terms
and subject to the conditions hereof and in connection herewith, the Agent and
the Lenders have agreed to increase the amount of the Line of Credit (as
defined in the Agreement) to $90,000,000, and accept the Revolving Note (as
herein defined) in replacement and substitution (but not extinguishment) of the
Existing Revolving Note;
F. WHEREAS, in furtherance of the foregoing and to evidence the
agreements of the parties hereto in relation thereto the parties hereto desire
to amend the Agreement as hereinafter provided;
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Companies, the Agent and the Lenders, intending to be
legally bound, agree as follows:
AGREEMENT
ARTICLE I
DEFINITIONS
1.01 Capitalized terms used in this Amendment are defined in the
Agreement, as amended hereby, unless otherwise stated herein.
ARTICLE II
AMENDMENTS TO AGREEMENT
Effective as of the respective date herein indicated, the Agreement is
hereby amended as follows:
2.01 AMENDMENT AND RESTATEMENT OF DEFINITION OF "ACQUISITION FACILITY
COMMITMENT". Effective as of the date of execution of this Amendment, the
definition of "Acquisition Facility Commitment" set forth in Section 1 of the
Agreement is amended and restated to read in its entirety as follows:
" `ACQUISITION FACILITY COMMITMENT' shall mean, with respect to any
Lender, a portion of the Revolving Loans which may be advanced as
Acquisition Facility Loans, evidencing the amount of its commitment to
make Acquisition Facility Loans (all such loans being Revolving
Loans), as modified from time to time pursuant to the terms hereof,
not to exceed $70,000,000 in the aggregate."
2.02 AMENDMENT AND RESTATEMENT OF DEFINITION OF "ADMINISTRATIVE
MANAGEMENT FEE". Effective as of the date of execution of this Amendment, the
definition of "Administrative Management Fee" set forth in Section 1 of the
Agreement is amended and restated to read in its entirety as follows:
Page 2
<PAGE> 3
" `ADMINISTRATIVE MANAGEMENT FEE' shall mean the sum of $100,000 per
annum which shall be paid to the Agent for its own account in
accordance with Section 8, Paragraph 8 hereof to offset the expenses
and costs (excluding Out-of-Pocket Expenses) of the Agent in
connection with record keeping, periodic examinations, analyzing and
evaluating the Collateral."
2.03 AMENDMENT AND RESTATEMENT OF DEFINITION OF "LINE OF CREDIT".
Effective as of the date of execution of this Amendment, the definition of
"Line of Credit" set forth in Section 1 of the Agreement is amended and
restated to read in its entirety as follows:
" `LINE OF CREDIT' shall mean the commitment of the Lenders in the
aggregate amount of $90,000,000 to (a) make Revolving Loans pursuant
to Sections 3 and 4 of this Agreement, and (b) assist the Companies in
opening Letters of Credit pursuant to Section 5 of this Agreement (up
to the Letter of Credit Sub-Line)."
2.04 AMENDMENT AND RESTATEMENT OF SECTION 4, PARAGRAPH 1 OF THE
AGREEMENT. Effective as of the date of execution of this Amendment, Section 4,
Subparagraph 1(a)(i) of the Agreement is amended and restated to read in its
entirety as follows:
"(a) (i) Following the making of such Revolving Loan and consummation
of the Permitted Acquisition, there is at least $15 million of
Availability (determined without regard to the Excluded L/Cs) and no
more than an aggregate of $70 million of Revolving Loans outstanding,
and (ii) until the Obligors have invested in the aggregate $25 million
in cash (whether cash on hand or cash provided from Revolving Loans to
consummate Permitted Acquisitions pursuant to this Section 4) in
Permitted Acquisitions that are Domestic Acquisitions, the aggregate
amount of Revolving Loans outstanding for the purpose of consummating
Canadian Acquisitions cannot exceed the sum of (A) $20 million plus
(B) the amount of cash invested in Domestic Acquisitions (whether cash
on hand or cash provided from Revolving Loans); or"
2.05 AMENDMENT AND RESTATEMENT OF SECTION 7, PARAGRAPH 11 OF THE
AGREEMENT. Effective as of the date of execution of this Amendment, Section 7,
Paragraph 11 of the Agreement is amended and restated to read in its entirety
as follows:
"11. Until termination of this Agreement and payment and satisfaction
in full of all Obligations hereunder, if any Event of Default shall
occur and be continuing which has not been waived in writing by the
Agent or if the Availability (determined as of the Excluded L/Cs were
not outstanding) shall at any time be less than $20,000,000, then the
Obligors agree that the Parent will, on a consolidated basis:
(a) maintain as of the last day of each calendar month a
Tangible Net Worth of not less than $120,000,000; and
(b) maintain as of the last day of each month TTM EBITDA
of not less than $15,000,000."
2.06 AMENDMENT OF SECTION 8, PARAGRAPH 7 OF THE AGREEMENT. Effective
as of the date of execution of this Amendment, Section 8, Paragraph 7 of the
Agreement is amended to add a new Subparagraph 7(c) as follows:
Page 3
<PAGE> 4
"(c) Upon the execution of an amendment to this Agreement increasing
the Line of Credit to $90,000,000, the Companies shall pay to the
Agent for the pro rata benefit of the Lenders an additional one time
Loan Facility Fee in the amount One Hundred Fifty Thousand U.S.
Dollars ($150,000.00.)"
2.07 REVOLVING LOAN COMMITMENT. Effective as of the date of execution
of this Amendment, the Revolving Loan Commitment for each Lender will be the
amount set forth under each Lender's name of the signature page hereof.
2.08 AMENDMENT AND RESTATEMENT OF EXHIBIT A TO THE AGREEMENT.
Effective as of the date of execution of this Amendment, Exhibit A to the
Agreement is amended and restated in its entirety as set forth on Exhibit A
attached hereto.
ARTICLE III
CONDITIONS PRECEDENT
3.01 CONDITIONS TO EFFECTIVENESS. The effectiveness of this Amendment
is subject to the satisfaction of the following conditions precedent in a
manner satisfactory to CITBC, unless specifically waived in writing by CITBC:
(a) CITBC shall have received each of the following, each in
form and substance satisfactory to CITBC, in its sole discretion, and, where
applicable, each duly executed by each party thereto, other than CITBC:
(i) This Amendment, duly executed by the Companies
and the Consent, Ratification and Release is executed by the
Guarantors;
(ii) A Revolving Loan Promissory Note in the stated
principal amount of $90,000,000 in amendment, substitution and
replacement of the Existing Revolving Note duly signed by the
Companies; and
(iii) certified copies of the resolutions of the
Board of Directors of each of the Companies and the Guarantors
authorizing the execution, delivery and performance of the Revolving
Loan Promissory Note, this Amendment and any and all other Loan
Documents executed by any of the Companies or the Guarantors in
connection therewith, along with a certificate of incumbency certified
by the secretary of each of the Companies and the Guarantors with
specimen signatures of the officers of the Companies and the
Guarantors who are authorized to sign such documents, all in form and
substance satisfactory to the Agent; and
(iv) All other documents CITBC may request with
respect to any matter relevant to this Amendment or the transactions
contemplated hereby.
Page 4
<PAGE> 5
(b) The representations and warranties contained herein and
in the Agreement and the other documents executed in connection with the
Agreement (herein referred to as "Loan Documents"), as each is amended hereby,
shall be true and correct as of the date hereof, as if made on the date hereof.
(c) No Default or Event of Default shall have occurred and be
continuing, unless such Default or Event of Default has been otherwise
specifically waived in writing by CITBC.
(d) All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all documents, instruments and
other legal matters incident thereto shall be satisfactory to CITBC.
(e) CITBC's receipt of the fee described in Section 2.06 of
this Amendment.
ARTICLE IV
RATIFICATIONS, REPRESENTATIONS AND WARRANTIES
4.01 RATIFICATIONS. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and the other Loan Documents, and, except as expressly
modified and superseded by this Amendment, the terms and provisions of the
Agreement and the other Loan Documents are ratified and confirmed and shall
continue in full force and effect. The Companies and CITBC agree that the
Agreement and the other Loan Documents, as amended hereby, shall continue to be
legal, valid, binding and enforceable in accordance with their respective
terms.
4.02 REPRESENTATIONS AND WARRANTIES. The Companies hereby represent
and warrant to CITBC that (a) the execution, delivery and performance of this
Amendment and any and all other Loan Documents executed and/or delivered in
connection herewith have been authorized by all requisite corporate or limited
partnership action (as applicable) on the part of the Companies and will not
violate the Articles (or Certificates) of Incorporation or Bylaws of the
Companies that are corporations or the limited partnership agreements or
certificates of limited partnership of the Companies that are limited
partnerships; (b) each of the Company's Board of Directors (or the general
partner of the applicable limited partnership) has authorized the execution,
delivery and performance of this Amendment and any and all other Loan Documents
executed and/or delivered in connection herewith; (c) the representations and
warranties contained in the Agreement, as amended hereby, and any other Loan
Document are true and correct on and as of the date hereof and on and as of the
date of execution hereof as though made on and as of each such date; (d) no
Default or Event of Default under the Agreement, as amended hereby, has
occurred and is continuing, unless such Default or Event of Default has been
specifically waived in writing by CITBC; (e) the Companies are in full
compliance with all covenants and agreements contained in the Agreement and the
other Loan Documents, as amended hereby; and (f) the Companies have not amended
their Articles (or Certificates) of Incorporation or their Bylaws since the
date of the Agreement, except as otherwise disclosed to Agent.
Page 5
<PAGE> 6
ARTICLE V
MISCELLANEOUS PROVISIONS
5.01 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made in the Agreement or any other Loan Document, including,
without limitation, any document furnished in connection with this Amendment,
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by CITBC or any closing shall affect the
representations and warranties or the right of CITBC to rely upon them.
5.02 REFERENCE TO AGREEMENT. Each of the Agreement and the other Loan
Documents, and any and all other Loan Documents, documents or instruments now
or hereafter executed and delivered pursuant to the terms hereof or pursuant to
the terms of the Agreement, as amended hereby, are hereby amended so that any
reference in the Agreement and such other Loan Documents to the Agreement shall
mean a reference to the Agreement, as amended hereby.
5.03 EXPENSES OF CITBC. As provided in the Agreement, the Companies
agree to pay on demand all reasonable costs and expenses incurred by CITBC in
connection with the preparation, negotiation, and execution of this Amendment
and the other Loan Documents executed pursuant hereto and any and all
amendments, modifications, and supplements thereto, including, without
limitation, the reasonable costs and fees of CITBC's legal counsel, and all
reasonable costs and expenses incurred by CITBC in connection with the
enforcement or preservation of any rights under the Agreement, as amended
hereby, or any other Loan Documents, including, without limitation, the
reasonable costs and fees of CITBC's legal counsel.
5.04 SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
5.05 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and shall
inure to the benefit of CITBC and the Companies and their respective successors
and assigns, except that the Companies may not assign or transfer any of their
rights or obligations hereunder without the prior written consent of CITBC.
5.06 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
5.07 EFFECT OF WAIVER. No consent or waiver, express or implied, by
CITBC to or for any breach of or deviation from any covenant or condition by
the Companies shall be deemed a consent to or waiver of any other breach of the
same or any other covenant, condition or duty.
5.08 HEADINGS. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
5.09 APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE
Page 6
<PAGE> 7
PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
5.10 FINAL AGREEMENT. THE AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH
AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY
PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED
BY COMPANIES AND CITBC.
5.11 RELEASE. THE COMPANIES HEREBY ACKNOWLEDGE THAT THEY HAVE NO
DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR
NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART
OF ITS LIABILITY TO REPAY THE "OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR
DAMAGES OF ANY KIND OR NATURE FROM CITBC. THE COMPANIES HEREBY VOLUNTARILY AND
KNOWINGLY RELEASE AND FOREVER DISCHARGE CITBC, ITS PREDECESSORS, AGENTS,
EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN
OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,
CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN
PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE COMPANIES MAY
NOW OR HEREAFTER HAVE AGAINST CITBC, ITS PREDECESSORS, AGENTS, EMPLOYEES,
SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS
ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND
ARISING FROM ANY "LOANS", INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR,
CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE
HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER
THE AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF
THIS AMENDMENT.
[The Remainder of this Page Intentionally Left Blank]
Page 7
<PAGE> 8
IN WITNESS WHEREOF, this Amendment has been executed and is effective
as of the date first above-written.
COMPANIES:
UTI DRILLING, L.P.
UTI MANAGEMENT SERVICES, L.P.
By: Utico Hard Rock Boring, Inc., the sole general
partner of UTI Drilling, L.P. and UTI Management
Services, L.P.
By:
----------------------------------
Name: John E. Vollmer, III
Title: Vice President
NORTON DRILLING, L.P.
By: Norton GP, L.L.C., its sole general partner
By: Norton Drilling Services, Inc., as
Sole Member of Norton GP, L.L.C.
By:__________________________________
Name: _____________________________
Title: _____________________________
UNIVERSAL WELL SERVICES, INC.
SUITS DRILLING COMPANY
By:
----------------------------------
Name: John E. Vollmer, III
Title: Vice President of each of the
foregoing Companies
LENDERS:
THE CIT GROUP/BUSINESS CREDIT,INC.
as Agent and Lender
By: ____________________________________________
Name:____________________________________________
Title: _________________________________________
Revolving Loan Commitment: $30,000,000.00
<PAGE> 9
GMAC BUSINESS CREDIT, LLC
as Syndication Agent and Lender
By: ____________________________________________
Name: ___________________________________________
Title: _________________________________________
Revolving Loan Commitment: $25,000,000.00
FOOTHILL CAPITAL CORPORATION
as Documentation Agent and Lender
By: ____________________________________________
Name: ___________________________________________
Title: _________________________________________
Revolving Loan Commitment: $25,000,000.00
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: ____________________________________________
Name: ___________________________________________
Title: _________________________________________
Revolving Loan Commitment: $10,000,000.00
<PAGE> 10
CONSENT, RATIFICATION AND RELEASE
The undersigned each hereby consents to the terms of the within and
foregoing Amendment, confirms and ratifies the terms of that certain Guaranty
Agreement dated November 22, 1999 executed (or assumed) by the undersigned for
the benefit of Agent and the other Lenders (the "Guaranty Agreement"), and
acknowledges that the Guaranty Agreement is in full force and effect and
ratifies the same, that the undersigned each has no defense, counterclaim,
set-off or any other claim to diminish the undersigned's liability under such
document, that the undersigned's consent is not required to the effectiveness
of the within and foregoing Amendment, and that no consent by the undersigned
is required for the effectiveness of any future amendment, modification,
forbearance or other action with respect to the Obligations, the Collateral, or
any of the other Loan Agreements. THE UNDERSIGNED EACH HEREBY VOLUNTARILY AND
KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, AGENTS,
EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN
OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,
CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN
PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE UNDERSIGNED
MAY NOW OR HEREAFTER HAVE AGAINST LENDER, ITS PREDECESSORS, AGENTS, EMPLOYEES,
SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS
ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND
ARISING FROM ANY "LOANS", INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR,
CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE
HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER
THE LOAN AGREEMENT OR OTHER AGREEMENTS, AND NEGOTIATION FOR AND EXECUTION OF
THIS AMENDMENT.
GUARANTORS: UTICO, INC.
----------
UTI DRILLING CANADA, INC.
UTICO HARD ROCK BORING, INC. By:
NORTON DRILLING SERVICES, INC. --------------------------------
NORTON DRILLING COMPANY Kenneth J. Kubacki
MEXICO, INC. Vice President and Treasurer
INTERNATIONAL PETROLEUM
SERVICES COMPANY UTI ENERGY CORP.
By: By:
--------------------------------- --------------------------------
John E. Vollmer III, Vice President John E. Vollmer III
signing as such on behalf of each Senior Vice President
of the foregoing Obligors
<PAGE> 11
EXHIBIT A
REVOLVING LOAN PROMISSORY NOTE
October 18, 2000
$90,000,000
FOR VALUE RECEIVED, the undersigned Companies (each a "COMPANY" and,
collectively, the "COMPANIES"), promise, jointly and severally, to pay to the
order of THE CIT GROUP/BUSINESS CREDIT, INC. (herein "CITBC"), as Agent for the
Lenders under a certain Loan and Security Agreement dated November 22, 1999
between CITBC as Agent and Lender, other Lenders parties thereto and each
Company, as amended from time to time (herein the "AGREEMENT") at its office
located at 1211 Avenue of the Americas, New York, New York 10036, or such other
address as may be designated by the Agent, in lawful money of the United States
of America and in immediately available funds, the principal amount of Ninety
Million and No/100 Dollars ($90,000,000), or such other principal amount
advanced pursuant to Section 3, Paragraph 1 or Section 4 of the Agreement. The
balance of such Revolving Loan will fluctuate as a result of the daily
application of the proceeds of collections of the Accounts and the making of
additional Revolving Loans as described in said Section 3 or Section 4 of the
Agreement. The Revolving Loans may be borrowed, repaid and reborrowed by any
Company, subject to the terms of the Agreement. A final payment in an amount
equal to the outstanding aggregate balance of principal and interest remaining
unpaid, if any, under this Revolving Loan Promissory Notes as shown on the
books and records of the Agent shall be due and payable upon any termination of
the Agreement.
All capitalized terms used herein shall have the meaning provided therefor in
this Agreement, unless otherwise defined herein.
The Companies further promise, jointly and severally, to pay interest at such
office, in like money, on the unpaid principal amount owing hereunder from time
to time from the date hereof on the dates and at the rates specified in Section
8, Paragraph 1 of the Agreement.
If any payment on this Revolving Loan Promissory Note becomes due and payable
on a day other than a Business Day, the maturity thereof shall be extended to
the next succeeding Business Day, and with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension.
This Revolving Loan Promissory Note is a Revolving Loan Promissory Note
referred to in the Agreement, and is subject to, and entitled to, all
provisions and benefits thereof and is subject to optional and mandatory
prepayment, in whole or in part, as provided therein.
<PAGE> 12
The date and amount of the advance(s) made hereunder may be recorded on the
schedule which is attached hereto and hereby made part of this Note or the
separate ledgers maintained by the Agent, provided that any failure to record
any such information on such schedule shall not in any manner affect the
obligation of any Company to make payments of principal and interest in
accordance with the terms of this Revolving Loan Promissory Note. The aggregate
unpaid principal amount of all advances made pursuant hereto may be set forth
in the balance column on said schedule or such ledgers maintained by the Agent.
All such advances, whether or not so recorded, shall be due as part of this
Revolving Loan Promissory Note.
Each Company confirms that any amount received by or paid to the Agent in
connection with this Agreement and/or any balances standing to its credit on
any of its accounts on the Agent's books under this Agreement may in accordance
with the terms of this Agreement be applied in reduction of this Revolving Loan
Promissory Note, but no balance or amounts shall be deemed to effect payment in
whole or in part of this Revolving Loan Promissory Note unless the Agent shall
have actually charged such account or accounts for the purposes of such
reduction or payment of this Revolving Loan Promissory Note.
Upon the occurrence and during the continuance of any one or more of the Events
of Default specified in the Agreement or upon termination of this Agreement,
all amounts then remaining unpaid on this Revolving Loan Promissory Note may
become, or be declared to be, immediately due and payable as provided in the
Agreement.
Each Company and the Guarantors, sureties and endorsers jointly and severally
waive grace, demand, presentment for payment, notice of dishonor or default,
notice of intent to accelerate, notice of acceleration, protest and diligence
in collecting this Revolving Loan Promissory Note.
This Revolving Loan Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York and the applicable federal
laws of the United States.
<PAGE> 13
This Revolving Loan Promissory Note is given in amendment, replacement and
substitution, but not extinguishment, of all amounts unpaid under that certain
Revolving Loan Promissory Note dated May 18, 2000 payable by the Companies to
the order of CTIBC as Agent for the Lenders in the stated principal amount of
$75,000,000.00.
COMPANIES:
UTI DRILLING, L.P.
By: UTICO HARD ROCK BORING, INC.,
as sole General Partner
By:
----------------------------------------
John E. Vollmer III, Vice President
SUITS DRILLING COMPANY
By:
----------------------------------------
John E. Vollmer III, Vice President
UNIVERSAL WELL SERVICES, INC.
By:
----------------------------------------
John E. Vollmer III, Vice President
UTI MANAGEMENT SERVICES, L.P.
By: UTICO HARD ROCK BORING,
as Sole General Partner
By:
------------------------------------
John E. Vollmer III, Vice President
NORTON DRILLING, L.P.
By: Norton GP, L.L.C., as sole
General Partner
By: Norton Drilling Services, Inc., its
sole Member
By:
------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
<PAGE> 14
SCHEDULE TO GRID
===============================================================================
Date | Loan | Payment | Balance
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
----------------|------------------|---------------------|---------------------
| | |
===============================================================================
