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EXHIBIT 10.10
NOTE
Philadelphia, Pennsylvania
Dated: January 23, 1997
$4,000,000.00
FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND, the undersigned
(collectively, the "BORROWERS") hereby promise to pay to the order of MELLON
BANK, N.A. ("BANK"), the principal sum of Four Million Dollars
($4,000,000.00), together with interest thereon upon the following terms:
1. TERM NOTE. This Note is the "NOTE" as defined in that
certain Loan and Security Agreement of even date herewith between Borrowers and
Bank (such Loan and Security Agreement, as the same may be amended,
supplemented or restated from time to time, being the "LOAN AGREEMENT") and, as
such, shall be construed in accordance with all terms and conditions thereof.
Capitalized terms not defined herein shall have such meaning as provided in the
Loan Agreement. This Note is entitled to all the rights and remedies provided
in the Loan Agreement and the Loan Documents and is secured by all Collateral
as described therein.
2. INTEREST RATE. Interest on the unpaid principal balance
hereof will accrue from the date of advance until final payment thereof at the
rate per annum which is equal to the Prime Rate of Bank in effect from time to
time (such interest rate to change immediately upon any change in the Prime
Rate).
3. DEFAULT INTEREST. Interest will accrue on the outstanding
principal amount hereof following the occurrence of an Event of Default or the
final maturity date hereof, until paid at a rate per annum which is four
percent (4%) in excess of the non-default rate otherwise payable under
PARAGRAPH 2 above (the "DEFAULT RATE").
4. POST JUDGMENT INTEREST. Any judgment obtained for sums due
hereunder or under the Loan Documents will accrue interest at the Default Rate
until paid.
5. COMPUTATION. Interest will be computed on the basis of a
year 365/366 days and paid for the actual number of days elapsed.
6. PRINCIPAL AND INTEREST PAYMENTS.
(a) INTEREST PAYMENTS. Borrowers will pay
interest on the outstanding principal balance hereof monthly, on the first day
of each calendar month commencing on the first day of the first calendar month
following the date hereof.
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(b) PRINCIPAL PAYMENTS. Borrowers will pay
the outstanding principal balance hereof in seven (7) equal and consecutive
quarterly installments of Five Hundred Thousand Dollars ($500,000.00) each, on
January 23, April 23, July 23 and October 23 of each calendar year commencing
on April 23, 1997, and in one final payment of the remaining principal balance
hereof plus all accrued and unpaid interest thereon on January 23, 1999.
7. PLACE OF PAYMENT. Principal and interest hereunder shall be
payable as provided in the Loan Agreement, or at such other place as Bank, from
time to time, may designate in writing.
8. DEFAULT: REMEDIES. Upon the occurrence of an Event of
Default, Bank, at its option and without notice to Borrowers, may declare
immediately due and payable the entire unpaid balance of principal and all
other sums due by Borrowers hereunder and under the other Loan Documents,
together with interest accrued thereon at the applicable rate specified above
to the date of the Event of Default and thereafter at the Default Rate.
Payment thereof may be enforced and recovered in whole or in part at any time
and from time to time by one or more of the remedies provided to Bank in this
Note or in the Loan Documents or as otherwise provided at law or in equity, all
of which remedies are cumulative and concurrent.
9. WAIVERS. BORROWERS AND ALL ENDORSERS HEREBY, JOINTLY AND
SEVERALLY, WAIVE PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF DEMAND, NOTICE OF
NONPAYMENT OR DISHONOR, PROTEST AND NOTICE OF PROTEST OF THIS NOTE, AND ALL
OTHER NOTICES IN CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE, DEFAULT
OR ENFORCEMENT OF THE PAYMENT OF THIS NOTE.
10. MISCELLANEOUS. If any provisions of this Note shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision hereof. This Note has been delivered in and shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania without regard to the law of conflicts. This Note shall be
binding upon Borrowers and upon Borrowers' successors and assigns and shall
benefit Bank and its successors and assigns. The prompt and faithful
performance of all of Borrowers' obligations hereunder, including without
limitation, time of payment, is of the essence of this Note.
11. JOINT AND SEVERAL LIABILITY. If there is more than one
Borrower executing this Note, all agreements, conditions, covenants and
provisions of this Note shall be the joint and several obligation of each
Borrower.
12. CONFESSION OF JUDGMENT. BORROWERS HEREBY AUTHORIZE AND
EMPOWER ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE
COMMONWEALTH OF PENNSYLVANIA, OR IN ANY OTHER JURISDICTION WHICH PERMITS THE
ENTRY OF JUDGEMENT BY CONFESSION, TO APPEAR FOR ANY BORROWER AT ANY TIME AFTER
THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT IN ANY ACTION
BROUGHT AGAINST SUCH BORROWER ON THIS NOTE OR THE LOAN DOCUMENTS AT THE SUIT OF
BANK, WITH OR WITHOUT COMPLAINT OR DECLARATION FILED, WITHOUT STAY OF
EXECUTION, AS OF ANY TERM OR TIME, AND THEREIN TO CONFESS OR ENTER JUDGMENT
AGAINST SUCH BORROWER FOR THE ENTIRE UNPAID OUTSTANDING
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PRINCIPAL AMOUNT OF THIS NOTE AND ALL OTHER SUMS TO BE PAID BY SUCH BORROWER TO
OR ON BEHALF OF BANK PURSUANT TO THE TERMS HEREOF OR OF THE LOAN DOCUMENTS AND
ALL ARREARAGES OF INTEREST THEREON, TOGETHER WITH ALL COSTS AND OTHER EXPENSES
AND AN ATTORNEY'S COLLECTION COMMISSION OF FIFTEEN PERCENT (15%) OF THE
AGGREGATE AMOUNT OF THE FOREGOING SUMS, BUT IN NO EVENT LESS THAN $5,000.00;
AND FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A
SUFFICIENT WARRANT. THE AUTHORITY GRANTED HEREIN TO CONFESS JUDGMENT SHALL NOT
BE EXHAUSTED BY ANY EXERCISE THEREOF BUT SHALL CONTINUE FROM TIME TO TIME AND
AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL THE AMOUNTS DUE HEREUNDER. BORROWERS
ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THIS NOTE AND THAT THEY KNOWINGLY WAIVE THEIR RIGHT
TO BE HEARD PRIOR TO THE ENTRY OF SUCH JUDGMENT AND UNDERSTAND THAT, UPON SUCH
ENTRY, SUCH JUDGMENT SHALL BECOME A LIEN ON ALL REAL PROPERTY OF BORROWERS IN
THE COUNTY WHERE SUCH JUDGMENT IS ENTERED.
IN WITNESS WHEREOF, Borrowers, intending to be legally bound hereby,
have caused this Note to be duly executed the day and year first above written.
FWA DRILLING COMPANY, INC.
By: /s/ P. Blake Dupuis
Name/Title: P. Blake Dupuis, Vice President
(CORPORATE SEAL)
INTERNATIONAL PETROLEUM
SERVICE COMPANY
By: /s/ P. Blake Dupuis
Name/Title: P. Blake Dupuis, Vice President
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
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[SIGNATURES CONTINUED FROM THE PRECEDING PAGE]
TRIAD DRILLING COMPANY
By: /s/ P. Blake Dupuis
Name/Title: P. Blake Dupuis, Vice President
(CORPORATE SEAL)
UNIVERSAL WELL SERVICES, INC.
By: /s/ P. Blake Dupuis
Name/Title: P. Blake Dupuis, Vice President
(CORPORATE SEAL)
USC, INCORPORATED
By: /s/ P. Blake Dupuis
Name/Title: P. Blake Dupuis, Vice President
(CORPORATE SEAL)
UTI ENERGY CORP.
By: /s/ P. Blake Dupuis
Name/Title: P. Blake Dupuis, Vice President
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
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[SIGNATURES CONTINUED FROM THE PRECEDING PAGE]
UTICO, INC.
By: /s/ P. Blake Dupuis
Name/Title: P. Blake Dupuis, Vice President
(CORPORATE SEAL)
VIERSEN & COCHRAN
DRILLING COMPANY
By: /s/ P. Blake Dupuis
Name/Title: P. Blake Dupuis, Vice President
(CORPORATE SEAL)
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