EXHIBIT 10.2
REVOLVING LOAN PROMISSORY NOTE
July 26, 2002
$100,000,000
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 Amended and Restated Loan and Security Agreement dated
July 26, 2002 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
One Hundred Million and No/100 Dollars ($100,000,000), 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 Note 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
the 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.
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
UTI - REVOLVING LOAN PROMISSORY NOTE
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EXHIBIT 10.2
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 endorsers 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.
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UTI - REVOLVING LOAN PROMISSORY NOTE
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EXHIBIT 10.2
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 June 29, 2001 payable by the Companies to
the order of CITBC as Agent for the Lenders in the stated principal amount of
$100,000,000.00.
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: Jonathan D. Nelson
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: Jonathan D. Nelson
Title: Vice President-Finance
UNIVERSAL WELL SERVICES, INC.
SUITS DRILLING COMPANY
By:
-------------------------------------
Name: Jonathan D. Nelson
Title: Vice President of each of the foregoing
Companies
PATTERSON-UTI DRILLING COMPANY LP, LLLP
LONE STAR MUD LP, LLLP
AMBAR DRILLING FLUIDS LP, LLLP
By: Patterson (GP) LLC, general partner of each of the
foregoing Companies
By:
-------------------------------------
Name: Jonathan D. Nelson
Title: Vice President-Finance
PATTERSON-UTI DRILLING COMPANY SOUTH LP, LLLP
PATTERSON-UTI DRILLING COMPANY WEST LP, LLLP
By: Patterson (GP2) LLC., general partner of each of the
foregoing Companies
By:
-------------------------------------
Name: Jonathan D. Nelson
Title: Vice President-Finance
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EXHIBIT 10.2
SCHEDULE TO GRID
<Table>
<Caption>
Date Loan Payment Balance
- ------------------------------- ---------------------------- --------------------------- ----------------------------
- ------------------------------- ---------------------------- --------------------------- ----------------------------
- ------------------------------- ---------------------------- --------------------------- ----------------------------
- ------------------------------- ---------------------------- --------------------------- ----------------------------
- ------------------------------- ---------------------------- --------------------------- ----------------------------
- ------------------------------- ---------------------------- --------------------------- ----------------------------
- ------------------------------- ---------------------------- --------------------------- ----------------------------
</Table>
UTI - REVOLVING LOAN PROMISSORY NOTE
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