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EXHIBIT 10.1.2
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is
made and entered into as of this 18th day of May, 2000, by and between 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"), 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 $65,000,000 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 2, 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
SECOND AMENDMENT TO LOAN & SECURITY AGREEMENT - Page 1
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shall continue as amended in connection herewith in full force and effect upon
the execution of this 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 $75,000,000, 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.
ARTICLE II
AMENDMENTS TO AGREEMENT
Effective as of the respective date herein indicated, the Agreement is
hereby amended as follows:
2.01 NEW DEFINITION OF "CANPARTNERS SUBORDINATION AGREEMENT". Effective as
of the date of execution of this Amendment, Section 1. Definitions of the
Agreement is amended by adding thereto the following new definition, to be
inserted in appropriate alphabetical order:
"`CANPARTNERS SUBORDINATION AGREEMENT' shall mean that certain
Subordination and Intercreditor Agreement dated as of November 22, 1999 by
and among Canpartners Investments IV, LLC, the Lenders, the Agent, UTI,
NDLP, SDC, Parent, Holding, UWSI, UHRB, IPSCO, UTIMS, NDS and NDM."
2.02 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.
Definitions 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
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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 $55,000,000 in the aggregate."
2.03 AMENDMENT AND RESTATEMENT OF DEFINITION OF "FIXED CHARGE COVERAGE
RATIO". Effective as of the date of execution of this Amendment, the definition
of "Fixed Charge Coverage Ratio" set forth in Section 1. Definitions of the
Agreement is amended and restated to read in its entirety as follows:
"FIXED CHARGE COVERAGE RATIO shall mean, for the twelve month period ending
on the date of the then most recent consolidated financial statements of
the Parent and its Subsidiaries delivered (or required to be delivered) to
the Agent pursuant to Section 7, Paragraph 8, the ratio determined by
dividing (a) EBITDA for Parent on a consolidated basis plus the aggregate
of all proceeds received from the issuance of Capital Stock by (b) the sum
(for such period) of (i) all interest obligations due, but excluding any
interest paid on or before September 30, 2000 by Parent and any of its
Subsidiaries in connection with the prepayment (whether in full or in part)
of all principal and interest owing under the Subordinated Debt Loan
Documents (as such term is defined in the Canpartners Subordination
Agreement), (ii) the amount of principal scheduled or required to be repaid
on the Indebtedness For Borrowed Money for Parent on a consolidated basis,
but excluding (A) principal portions of Indebtedness For Borrowed Money of
Parent on a consolidated basis that are repaid or discharged directly with
Capital Stock (which Capital Stock is issued within twelve months prior to
such repayment or discharge), (B) principal portions of Indebtedness For
Borrowed Money and other Indebtedness of the Parent on a consolidated basis
that are refinanced using securities that constitute Indebtedness For
Borrowed Money (other than the Revolving Loans) or proceeds therefrom
(which securities are issued within twelve months prior to such
refinancing), (C) the repayment or prepayment of up to $3,500,000 of
principal amount of the promissory notes originally issued on July 31,
1998, in the aggregate face amount of $7,790,000 to the former shareholders
of SUITS Enterprises, Inc. in the event the Average Trading Value (as
defined in such notes as in effect on the date hereof) exceeds $30.00 per
share, (D) principal portions of the Obligations, and (E) any principal
paid on or before September 30, 2000 by the Parent or any of its
Subsidiaries in connection with the prepayment (whether in full or in part)
of principal and interest owing under the Subordinated Loan Documents (as
such term is defined in the Canpartners Subordination Agreement), (iii)
Capital Expenditures (other than for Permitted Acquisitions or replacements
of assets subject to casualty occurrence with similar assets funded from
insurance proceeds of such casualty occurrence or purchases of assets with
proceeds from sales of assets permitted under this Agreement, (iv) all
federal, state and local income tax expenses due and payable, and (v) all
dividends of cash and property (other than dividends of Qualified Capital
Stock)."
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2.04 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. Definitions 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 $75,000,000 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)."
2.05 AMENDMENT AND RESTATEMENT OF SUBPARAGRAPH (f) OF DEFINITION OF
"PERMITTED BUSINESS INVESTMENTS". Effective as of the date of execution of this
Amendment, subparagraph (f) of the definition "Permitted Business Investments"
set forth in Section 1. Definitions of the Agreement is amended and restated to
read in its entirety as follows:
"(f) Advances, contributions and loans or other investments, by an Obligor,
in or to, a Canadian Operating Company for the purpose of consummating
Permitted Acquisitions and working capital and other general purposes;
provided that (i) the amount of such advances, contributions and loans do
not exceed in the aggregate 125% of the total purchase price of Permitted
Acquisitions consummated by such Canadian Operating Company, (ii) no more
than 35% of such advances, contributions and loans may be in the form of an
advance, contribution or other investment that is not a loan, and (iii) all
such loans are secured by a Canadian First Priority Lien."
2.06 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 $55 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"
2.07 AMENDMENT OF SECTION 8, PARAGRAPH 7 OF THE AGREEMENT. Effective as of
the date of execution of this Amendment, Section 4, Paragraph 7 of the Agreement
is amended as follows:
(i) The present Paragraph 7 is renumbered as Subparagraph 7(a).
(ii) A new Subparagraph 7(b) is hereby added to the Agreement to read in
its entirety as follows:
"(b) Upon the execution of an amendment to this Agreement increasing
the Line of
SECOND AMENDMENT TO LOAN & SECURITY AGREEMENT - Page 4
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Credit to $75,000,000, 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 of ONE HUNDRED THOUSAND US DOLLARS ($100,000.00)."
2.08 AMENDMENT AND RESTATEMENT OF SECTION 7, PARAGRAPH 10, SUBPARAGRAPH J
OF THE AGREEMENT. Effective as of the date of execution of this Amendment,
Section 7, Paragraph 10, Subparagraph J, Clause (z) of the Agreement is amended
and restated to read in its entirety as follows:
"(z) make any payment on the Subordinated Debt unless (A) there has
not occurred an Event of Default that is continuing which has not
been waived in writing by the Agent and no Default or Event of
Default would occur and exist after giving effect thereto, (B)
such payment is permitted under the Subordination Agreement, (C)
after giving effect to such payment as though it were a scheduled
or required payment on the Subordinated Debt (other than
Subordinated Debt owing to an Obligor) the Fixed Charge Coverage
Ratio of the Parent is not less than 1.0 to 1.0 for the twelve
month period ending on the date of the then most recent
consolidated financial statements of the Parent and its
Subsidiaries delivered (or required to be delivered) to the Agent
pursuant to Section 7, Paragraph 8, preceding the date of such
payment, and (D) after giving effect to such payment, the amount
of the Availability would not be less than $15,000,000 (in which
case such payment shall not be considered a Restricted Payment
under this Agreement); provided, however, if there has not
occurred an Event of Default that is continuing which has not
been waived in writing by the Agent, nothing contained in
paragraph (z) shall prohibit (i) the making of any payment on the
Subordinated Debt at any time with Qualified Capital Stock or the
proceeds therefrom or if the payment would be permitted as a
Restricted Payment (after giving effect to such payment) under
this Agreement, or (ii) the prepayment (whether in full or in
part) of principal and interest owing by the Parent or any
Subsidiary thereof owing under the Subordinated Debt Loan
Documents (as defined in the Canpartners Subordination Agreement)
as long as such prepayment does not create an Event of Default
and such prepayment occurs on or before September 30, 2000."
2.09 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.
2.10 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.
SECOND AMENDMENT TO LOAN & SECURITY AGREEMENT - Page 5
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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 $75,000,000 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.
(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 2.07 of this
Amendment.
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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 action on
the part of the Companies and will not violate the Articles (or Certificates) of
Incorporation or Bylaws of the Companies; (b) each of the Company's Board of
Directors 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.
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
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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 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.
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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]
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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: $28,846,155.00
SECOND AMENDMENT TO LOAN & SECURITY AGREEMENT
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GMAC BUSINESS CREDIT, LLC
as Syndication Agent and Lender
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Revolving Loan Commitment: $23,076,922.50
FOOTHILL CAPITAL CORPORATION
as Documentation Agent and Lender
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Revolving Loan Commitment: $23,076,922.50
SECOND AMENDMENT TO LOAN & SECURITY AGREEMENT
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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 COMPANY ------------------------------
MEXICO, INC. Kenneth J. Kubacki
INTERNATIONAL PETROLEUM Vice President and Treasurer
SERVICES COMPANY
UTI ENERGY CORP.
By:
------------------------------------
John E. Vollmer III, Vice President By:
signing as such on behalf of each of the ------------------------------
foregoing Obligors John E. Vollmer III
Senior Vice President
SECOND AMENDMENT TO LOAN & SECURITY AGREEMENT
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EXHIBIT A
REVOLVING LOAN PROMISSORY NOTE
May 18, 2000
$75,000,000
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 Seventy
Five Million and No/100 Dollars ($75,000,000), 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.
SECOND AMENDMENT TO LOAN & SECURITY AGREEMENT
14
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 endorses 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.
SECOND AMENDMENT TO LOAN & SECURITY AGREEMENT
15
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 2, 2000 payable by the Companies to the
order of CTIBC as Agent for the Lenders in the stated principal amount of
$65,000,000.00.
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:
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SECOND AMENDMENT TO LOAN & SECURITY AGREEMENT
16
SCHEDULE TO GRID
<Table>
<Caption>
Date Loan Payment Balance
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</Table>
SECOND AMENDMENT TO LOAN & SECURITY AGREEMENT