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EXHIBIT 10.2
AMENDED AND RESTATED
NOTE
Plymouth Meeting, Pennsylvania
Effective as of: June 19, 1998
$30,000,000.00
FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND, the
undersigned ("BORROWERS"), hereby promise to pay to the order of MELLON BANK,
N.A. ("BANK"), ON DEMAND after and so long as an Event of Default shall have
occurred and be continuing or after expiration of the Contract Period, the
principal sum of Thirty Million Dollars ($30,000,000.00), or such greater or
lesser principal amount as may be outstanding from time to time under the line
of credit established by Bank for the benefit of Borrowers pursuant to the
terms of that certain Amended and Restated Loan and Security Agreement dated
June 19, 1998 between Obligors and Bank, as the same may be amended,
supplemented, restated from time to time (the "LOAN AGREEMENT"), together with
interest thereon, upon the following terms:
1. LINE NOTE. This Note is the "Line Note" as defined
in 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. Borrowers agree to make
all payments of the balance of this Note as required under the Loan Agreement.
2. INTEREST RATE. Interest on the unpaid principal
balance hereof will accrue from the date of advance until final payment thereof
in accordance with the provisions of SECTION 3.1 of the Loan Agreement.
3. DEFAULT INTEREST. Interest will accrue on the
outstanding principal amount hereof following the occurrence of an Event of
Default or the expiration of the Contract Period until paid the applicable
default rate set forth in SECTION 3.2 of the Loan Agreement (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. INTEREST PAYMENTS. Interest which accrues on the
outstanding principal balance hereof at the applicable rate set forth above
shall be due and payable monthly, on the first day of each calendar month,
commencing on the first day of the first calendar month following the date
hereof.
6. 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.
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7. DEFAULT; REMEDIES. Upon the occurrence of an Event
of Default and so long as same shall be continuing as provided above, 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 or under the Loan Documents, together with interest accrued
thereon at the applicable rate specified above. 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.
8. WAIVERS. BORROWERS, OBLIGORS AND ALL ENDORSERS,
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, EXCEPT FOR SUCH NOTICES, IF
ANY, AS ARE EXPRESSLY REQUIRED TO BE DELIVERED BY BANK TO BORROWERS UNDER THE
LOAN AGREEMENT.
9. 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 each Borrower's successors and assigns and
shall benefit Bank and its successors and assigns. The prompt and faithful
performance of all of each Borrower's obligations hereunder, including without
limitation, time of payment, is of the essence of this Note.
10. 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.
11. NO NOVATION. This Note shall amend, restate and
increase, but not repay or satisfy, the obligations of the Borrowers under a
certain Amended and Restated Note dated April 11, 1997 in the original
principal amount of Twelve Million Dollars ($12,000,000.00) (the "PRIOR NOTE").
Nothing contained herein shall be deemed to constitute a novation or
satisfaction of the Prior Note, but the terms and conditions of this Note shall
supersede and replace in its entirety the terms of the Prior Note.
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IN WITNESS WHEREOF, Borrowers, intending to be legally bound
hereby, have duly executed this Note the day and year first above written.
FWA DRILLING COMPANY, INC.
By: /s/ P. Blake Dupuis
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P. Blake Dupuis, Vice President
(CORPORATE SEAL)
INTERNATIONAL PETROLEUM
SERVICE COMPANY
By: /s/ P. Blake Dupuis
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P. Blake Dupuis, Vice President
(CORPORATE SEAL)
TRIAD DRILLING COMPANY
By: /s/ P. Blake Dupuis
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P. Blake Dupuis, Vice President
(CORPORATE SEAL)
UNIVERSAL WELL SERVICES, INC.
By: /s/ P. Blake Dupuis
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P. Blake Dupuis, Vice President
(CORPORATE SEAL)
USC, INCORPORATED
By: /s/ P. Blake Dupuis
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P. Blake Dupuis, Vice President
(CORPORATE SEAL)
(CORPORATE SEAL)
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PANTHER DRILLING, INC.
FORMERLY KNOWN AS
VIERSEN & COCHRAN DRILLING COMPANY
By: /s/ P. Blake Dupuis
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P. Blake Dupuis, Vice President
(CORPORATE SEAL)
J.S.M. & ASSOCIATES, INC.
By: /s/ P. Blake Dupuis
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P. Blake Dupuis, Vice President
(CORPORATE SEAL)
PETERSON DRILLING COMPANY
By: /s/ P. Blake Dupuis
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P. Blake Dupuis, Vice President