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EXHIBIT 10.10
BJ SERVICES COMPANY
BJ SERVICES COMPANY, USA
BJ SERVICE INTERNATIONAL, INC.
BJ SERVICES COMPANY MIDDLE EAST
SECOND AMENDMENT TO NOTE AGREEMENT
Re: Note Agreement Dated as of August 1,1991
and
$30,000,000 9.20% Senior Notes
Due August 1, 1998
Dated as of
September 19, l995
Principal Mutual Life Insurance Company
711 High Street
Des Moines, Iowa 50392-0800
Connecticut Mutual Life Insurance Company
140 Garden Street
Hartford, Connecticut 06154
Ladies and Gentlemen:
Reference is made to the separate Note Agreements each dated as of
August 1, 1991, as amended to the date hereof (collectively, the "Note
Agreement"), between and among BJ Services Company, BJ Services Company, USA, BJ
Service International, Inc., BJ Services Company Middle East, each a Delaware
corporation (collectively, the "Constituent Companies"), and you, under and
pursuant to which $30,000,000 aggregate principal amount of Senior Notes Due
August 1, 1998 (the "Notes") were originally issued.
The Constituent Companies desire to amend certain provisions of the Note
Agreement in connection with the merger into BJ Services Company of The Western
Company of North
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America, a Delaware corporation, and the entry by the Constituent Companies
into the Credit Agreement dated as of April 13, 1995, among the Constituent
Companies, other Subsidiary Borrowers from time to time party thereto, Bank of
America National Trust and Savings Association, as Agent, Bank of America
Illinois, individually and as Letter of Credit Issuing Bank, The Chase
Manhattan Bank, N.A., individually and as Co-Agent, Credit Lyonnais Cayman
Island Branch, individually and as Co-Agent, First Interstate Bank of Texas,
N.A., individually and as Co-Agent, and the other financial institutions
parties thereto. The Constituent Companies hereby request that you accept the
amendments as set forth below in the manner herein provided.
SECTION 1. AMENDMENTS TO SECTION 5 OF THE NOTE AGREEMENT.
(a) Section 5 of the Note Agreement shall be and is hereby amended by
deleting therefrom the following Sections: Sections 5.5 through 5.14, both
inclusive.
(b) Section 5.1 of the Note Agreement shall be, and is hereby amended
to read, as follows:
Each of the Constituent Companies will preserve and keep in full
force and effect, and will cause each Restricted Subsidiary to preserve
and keep in full force and effect, its respective corporate existence
and all licenses and permits except where the failure to preserve or
keep such licenses and permits would not have a materially adverse
effect upon the properties, business or financial condition of the
Company and its Restricted Subsidiaries, taken as a whole, provided that
the foregoing shall not prevent any transaction otherwise permitted by
this Agreement.
(c) Section 5.3 of the Note Agreement shall be, and is hereby amended
to read, as follows:
Each of the Constituent Companies will promptly pay and
discharge, and will cause each Restricted Subsidiary promptly to pay and
discharge, all lawful taxes, assessments and governmental charges or
levies imposed upon such Constituent Company or such
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Restricted Subsidiary, respectively, or upon or in respect of all or any
part of the property or business of such Constituent Company or such
Restricted Subsidiary, all trade accounts payable in accordance with usual
and customary business terms, and all claims for work, labor or materials,
which if unpaid might become a Lien upon any property of such Constituent
Company or such Restricted Subsidiary; provided such Constituent Company or
such Restricted Subsidiary shall not be required to pay any such tax,
assessment, charge, levy, account payable or claim if (i) the validity,
applicability or amount thereof is being contested in good faith by
appropriate actions or proceedings which will prevent the forfeiture or sale
of any property of such Constituent Company or such Restricted Subsidiary or
any material interference with the use thereof by such Constituent Company
or such Restricted Subsidiary, and (ii) such Constituent Company or such
Restricted Subsidiary shall set aside on its books, reserves deemed by it to
be adequate with respect thereto. Each of the Constituent Companies will
promptly comply and will cause each Restricted Subsidiary to comply with all
laws, ordinances or governmental rules and regulations to which it is
subject including, without limitation, the Occupational Safety and Health
Act of 1970, as amended, ERISA and all laws, ordinances, governmental rules
and regulations relating to environmental protection in all applicable
jurisdictions, the violation of which could materially and adversely affect
the properties, business or financial condition of the Company and its
Restricted Subsidiaries, taken as a whole, or would result in any "Lien" (as
defined for purposes of Section 8.01 of the Bank Credit Agreement, which
Section 8.01 is incorporated into this Agreement by reference pursuant to
the Second Amendment to Note Agreement) not permitted by said Section 8.01.
SECTION 2. INCORPORATION OF CERTAIN COVENANTS.
The following provisions of the Bank Credit Agreement in the form
attached hereto are hereby incorporated by reference into the Note Agreement
with the same force and effect as
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though therein set forth in full, in each case together with all related
definitions set forth in the Bank Credit Agreement: Sections 8.01 through 8.05,
both inclusive, Sections 8.08, 8.09, 8.10(a)(i) and (ii) (but only as such
provisions pertain to the Western Indenture and the Western Subordinated
Debentures), and Sections 8.12 through 8.16, both inclusive; provided, however,
that the terms "Default" and "Event of Default" referred to in Section 8.03 and
Section 8.15 incorporated herein by reference shall refer to such terms as
defined in the Note Agreement. All provisions incorporated by reference shall
remain effective for purposes of the Note Agreement unless and until the Notes
shall no longer remain outstanding.
SECTION 3. AMENDMENTS TO SECTION 5.18 OF THE NOTE AGREEMENT.
Section 5.18(f) of the Note Agreement shall be and is hereby amended to
read as follows:
(f) Officer's Certificates. Within the periods provided in
paragraphs (a) and (b) above, a certificate of an authorized financial
officer of the Company stating that such officer has reviewed the
provisions of this Agreement and setting forth: (i) a compliance
certificate in the form attached to the Bank Credit Agreement, and (ii)
whether there existed as of the date of such financial statements and
whether, to the best of such officer's knowledge, there exists on the
date of the certificate or existed at any time during the period covered
by such financial statements any Default or Event of Default and, if any
such condition or event exists on the date of the certificate,
specifying the nature and period of existence thereof and the action the
Company is taking and proposes to take with respect thereto;
SECTION 4. AMENDMENTS TO SECTION 6.1 OF THE NOTE AGREEMENT.
(a) Sections 6.1(d) and (e) of the Note Agreement shall be and are
hereby revised to change the references therein to "$1,000,000" from
"$1,000,000" to "$10,000,000."
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(b) Section 6.1(f) of the Note Agreement shall be and is hereby
deleted, and the following language shall be substituted therefor:
(f)(i) The Constituent Companies or any other Borrower (as
defined in the Bank Credit Agreement) shall fail to perform or observe
any term, covenant or agreement contained in Sections 8.02, 8.03, 8.10,
8.12 through 8.16, both inclusive, of the Bank Credit Agreement and
incorporated herein by reference pursuant to that Second Amendment to
Note Agreement or (ii) the Constituent Companies or any other Borrower
shall fail to perform or observe any other term, covenant or agreement
contained in any of Sections 8.01, 8.04, 8.05, 8.08 or 8.09 of the Bank
Credit Agreement and incorporated herein by reference pursuant to that
Second Amendment to Note Agreement, and such default shall continue
unremedied for a period of 20 days after the earlier of (x) the date
upon which a Responsible Officer of the Constituent Companies reasonably
should have known of such default, or (y) the date upon which written
notice thereof is given to the Constituent Companies by any holder of
the Notes.
(c) Section 6.1(i) of the Note Agreement shall be and is hereby
revised to change the reference therein to "$500,000" from "$500,000" to
"$10,000,000."
SECTION 5. AMENDMENTS TO DEFINITIONS.
The following definitions shall be added to Section 8.1 of the Note
Agreement to read as follows:
"Bank Credit Agreement" shall mean that certain Credit Agreement
dated as of April 13, 1995 among the Constituent Companies, Bank of
America National Trust and Savings Association, as Agent, and the other
parties named therein in the form attached hereto (and without amendment
or modification, except as may be subsequently consented to in writing
by the holders of the Notes for purposes of this Agreement).
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"Second Amendment to Note Agreement" shall mean that certain
Second Amendment to Note Agreement dated as of September 19, 1995 by and
among the Constituent Companies and the Purchasers.
SECTION 6. MISCELLANEOUS.
Section 6.1. Effective Date; Ratification. The amendments
contemplated by this Second Amendment to Note Agreement shall be effective as of
September 19, 1995. Except as amended herein, the terms and provisions of the
Note Agreemen are hereby ratified, confirmed and approved in all respects.
Section 6.2. Ratification of Original Note Agreements;
Condition Precedent. Except as amended and restated herein, the terms and
provisions of the Note Agreement and the Notes are hereby ratified, confirmed
and approved in all respects.
Section 6.3. Successors and Assigns. This Second Amendment to
Note Agreement shall be binding upon the Constituent Companies and their
successors and assigns and shall inure to the benefit of the holders of the
Notes and to the benefit of their successors and assigns, including each
successive holder or holders of any Notes.
Section 6.4. Counterparts. This Second Amendment to Note
Agreement may be executed in any number of counterparts, each executed
counterpart constituting an original but all together one and the same
instrument.
Section 6.5. Fees and Expenses. The Constituent Companies agree
to pay all reasonable fees and expenses of the holders and special counsel to
the holders (in an amount not to exceed $1,000) in connection with the
preparation of this Second Amendment to Note Agreement.
Section 6.6. No Legend Required. Any and all notices, requests,
certificates and other instruments including, without limitation, the Notes, may
refer to the Note Agreement without
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making specific reference to this Second Amendment to Note Agreement, but
nevertheless all such references shall from and after the date hereof be
deemed to include this Second Amendment to Note Agreement unless the context
shall otherwise require.
Section 6.7. Governing Law. This Second Amendment to Note Agreement
shall be construed in accordance with and governed by the laws of the State of
Connecticut.
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IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to Note Agreement as of the day and year first above written.
BJ SERVICES COMPANY
By /s/ Taylor M. Whichard
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Its Treasurer
By
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Its
BJ SERVICES COMPANY, USA
By /s/ Taylor M. Whichard
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Its Treasurer
By
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Its
BJ SERVICE INTERNATIONAL, INC.
By /s/ Taylor M. Whichard
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Its Treasurer
By
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Its
BJ SERVICES COMPANY MIDDLE EAST
By /s/ Taylor M. Whichard
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Its Treasurer
By
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Its
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Accepted as of September 19, 1995
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By /s/ Shabnam B. Miglani
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Its Counsel
By /s/ Sarah J. Pitts
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Its Counsel
Holder of $12,000,000 principal amount
of Notes outstanding
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Accepted as of September________, 1995
CONNECTICUT MUTUAL LIFE INSURANCE
COMPANY
By /s/ K.D. Anderson
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Its Vice President
Holder of $6,000,000 principal amount of
Notes outstanding
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