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EXHIBIT 10.3
August 7, 1996
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BJ SERVICES COMPANY
BJ SERVICES COMPANY, USA
BJ SERVICE INTERNATIONAL, INC.
BJ SERVICES COMPANY MIDDLE EAST
FOURTH AMENDMENT TO NOTE AGREEMENT
Dated as of August 7, 1996
Re: Note Agreement Dated As of August 1, 1991
and
$30,000,000 9.20% Senior Notes
Due August 1, 1998
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BJ SERVICES COMPANY
BJ SERVICES COMPANY, USA
BJ SERVICE INTERNATIONAL, INC.
BJ SERVICES COMPANY MIDDLE EAST
FOURTH 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
August 7, 1996
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 acquisition of the shares of stock issued
by Nowsco Well Service Ltd., an
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Alberta, Canada corporation and the amalgamation of BJ Services Canada, Inc.,
an Alberta, Canada corporation with said Nowsco Well Service Ltd., and the
entry by the Constituent Companies into an Amended and Restated Credit
Agreement dated as of August 7, 1996, among the Constituent Companies, Nowsco
Well Service Ltd., and the other Subsidiary Borrowers from time to time party
thereto, Bank of America National Trust and Savings Association, Individually,
as U.S. Agent, Letter of Credit Issuing Bank, and Swing Loan Bank; Bank of
America Canada, Individually and as Canadian Agent; The Chase Manhattan Bank,
N.A., individually and as Senior Co-Agent; Bank of Montreal, Royal Bank of
Canada, Toronto Dominion (Texas), Inc., Credit Lyonnais New York Branch, and
Wells Fargo Bank (Texas), National Association, each Individually and as
Co-Agent; and the other financial institutions from time to time parties
thereto. The Constituent Companies hereby request that you accept the
amendments as set forth below in the manner herein provided. All capitalized
terms used herein without definition shall have the same meanings respectively
assigned to such terms in the Note Agreement.
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."
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(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 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 Fourth Amendment to Note Agreement) not
permitted by said Section 8.01."
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SECTION 2. INCORPORATION OF CERTAIN COVENANTS.
"The following provisions of the Bank Credit Agreement in the form
attached hereto as the same may be subsequently modified or amended provided
that any such amendments or modifications are consented to in writing by the
holders of at least seventy percent (70%) of the aggregate outstanding
principal amount of the Notes are hereby incorporated by reference into the
Note Agreement with the same force and effect as though therein set forth in
full, in each case together with all related definitions set forth in the Bank
Credit Agreement as the same may be subsequently modified or amended provided
that any such amendments or modifications are consented to in writing by the
holders of at least seventy percent (70%) of the aggregate outstanding
principal amount of the Notes: Sections 8.01 through 8.05, both inclusive,
Sections 8.08, 8.09 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;"
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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 "$35,000,000."
(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 the Fourth 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 the Fourth 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
"$35,000,000."
SECTION 5. AMENDMENTS TO DEFINITIONS.
The following definitions shall be added to Section 8.1 of the Note
Agreement to read as follows:
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"Bank Credit Agreement" shall mean that certain Amended and
Restated Credit Agreement dated as of August 7, 1996 among the
Constituent Companies, Nowsco Well Service Ltd., and the other
Subsidiary Borrowers from time to time Parties thereto; Bank of
America National Trust and Savings Association, Individually, as U.S.
Agent, Letter of Credit Issuing Bank and Swing Loan Bank; Bank of
America Canada, Individually and as Canadian Agent; The Chase
Manhattan Bank, N.A., individually and as Senior Co-Agent; Bank of
Montreal, Royal Bank of Canada, Toronto Dominion (Texas), Inc., Credit
Lyonnais New York Branch, and Wells Fargo Bank (Texas), National
Association, each Individually and as Co-Agent; and the other
financial institutions parties thereto, in the form attached hereto
(and without amendment or modification, except as may be subsequently
consented to in writing by the holders of at least seventy percent
(70%) of the aggregate outstanding principal amount of the Notes.
"Second Amendment to Note Agreement" shall mean that certain
Second Amendment to Note Agreement dated September 19, 1995 by and
among the Constituent Companies and the Purchasers.
"Third Amendment to Note Agreement" shall mean that certain
Third Amendment to Note Agreement executed to be effective as of
September 19, 1995 by and among the Constituent Companies and the
Purchasers.
"Fourth Amendment to Note Agreement" shall mean that certain
Fourth Amendment to Note Agreement dated August 7, 1996 by and among
the Constituent Companies and the Purchasers.
SECTION 6. MISCELLANEOUS.
Section 2.1 Effective Date; Replacement of Second Amendment and
Third Amendment; Ratification. The amendments contemplated by this Fourth
Amendment to Note Agreement shall be effective as of August 7, 1996. This
Fourth Amendment shall supersede and replace the terms
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and provisions of the Second Amendment to Note Agreement and Third Amendment to
Note Agreement. Except as amended herein, the terms and provisions of the Note
Agreement are hereby ratified, confirmed and approved in all respects.
Section 2.2 Ratification of Original Note Agreements; Condition
Precedent. Except as amended herein, the terms and provisions of the Note
Agreement and the Notes are hereby ratified, confirmed and approved in all
respects.
Section 2.3 Successors and Assigns. This Fourth 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 2.4 Counterparts. This Fourth 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 2.5 No Legend Required. Any and all notices, requests,
certificates and other instruments including, without limitation, the Notes,
may refer to the Note Agreement without making specific reference to this
Fourth Amendment to Note Agreement, but nevertheless all such references shall
from and after the date hereof be deemed to include this Fourth Amendment to
Note Agreement unless the context shall otherwise require.
Section 2.6 No Defaults or Events of Default; Representations and
Warranties are True and Correct. Each of the Constituent Companies jointly and
severally represents and warrants that no Default or Event of Default, in
either case which has not been waived, has occurred and is continuing. The
representations and warranties made by the Constituent Companies in Exhibit B
of the Note Agreement are true and correct in all material respects as of the
date hereof, except such representations and warranties, if any, which
expressly refer to an earlier date, which representations and warranties are
true and correct in all material respects as of such earlier date.
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Section 2.7 Governing Law. This Fourth Amendment to Note
Agreement shall be construed in accordance with and governed by the laws of the
State of Connecticut.
IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment to Note Agreement to be effective as of August 7, 1996.
BJ SERVICES COMPANY
By:
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Its Treasurer
BJ SERVICES COMPANY, USA
By:
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Its Treasurer
BJ SERVICE INTERNATIONAL, INC.
By:
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Its Treasurer
BJ SERVICES COMPANY MIDDLE EAST
By:
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Its Treasurer
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Accepted on the ______ day of August, 1996.
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By:
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Its:
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By:
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Its:
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Accepted on the ______ day of August, 1996.
CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
By:
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Its:
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