FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is
entered into as of December 29, 1995, among XXXXXXXXXXX ENTERRA, INC., a
Delaware corporation (the "COMPANY"), WEATHERFORD ENTERRA U.S., INC., a Delaware
corporation ("WUSI"), WEATHERFORD/XXXX, INC., a Delaware corporation ("WLI"),
WEATHERFORD ENTERRA U.S., LIMITED PARTNERSHIP, a Louisiana limited partnership
("W/E, L.P."), the several financial institutions party to this First Amendment
(collectively, the "BANKS"; individually, a "BANK"), BANK OF AMERICA ILLINOIS,
as the documentation agent for the Banks (the "DOCUMENTATION AGENT"), TEXAS
COMMERCE BANK NATIONAL ASSOCIATION, as the administrative agent for the Banks
(the "ADMINISTRATIVE AGENT"; together with the Documentation Agent, the
"AGENTS"), CREDIT LYONNAIS NEW YORK BRANCH, as the senior co-agent and ABN AMRO
BANK, N.V., BANK OF MONTREAL, FIRST INTERSTATE BANK OF TEXAS, N.A. and ARAB
BANKING CORPORATION (B.S.C.), as the co-agents. Capitalized terms which are used
herein without definition and which are defined in the Credit Agreement referred
to below shall have the meanings ascribed to them in the Credit Agreement.
WHEREAS, the Company, the Banks, the Agents and the Co-Agents are
parties to a certain Credit Agreement dated as of October 5, 1995 (as at any
time amended, modified or supplemented and in effect from time to time, the
"CREDIT AGREEMENT"); and
WHEREAS, WUSI is transferring substantially all of its assets to W/E,
L.P., whose sole general partner is WUSI and whose sole limited partner is
CRC-Xxxxx Automatic Welding Limited, a Delaware corporation which is a
wholly-owned subsidiary of WUSI;
WHEREAS, the Company, the Banks, the Agents and the co-agents wish to
amend the Credit Agreement to add W/E, L.P. as a Revolving Loan Borrower and to
amend certain other terms of the Credit Agreement; and
WHEREAS, pursuant to SECTION 6.13 of the Credit Agreement W/E, L.P.
will execute a Guaranty;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agrees as
follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.
(a) AMENDMENTS TO ARTICLE I.
(i) The definition of "Revolving Loan Borrowers"
set forth in ARTICLE I of the Credit Agreement is hereby
amended to read as follows:
"REVOLVING LOAN BORROWERS" means each of the Company,
WUSI, WLI and W/E, L.P.
(ii) The following new definition is hereby
added:
"W/E, L.P." means Weatherford Enterra U.S., Limited
Partnership, a Louisiana limited partnership whose sole
general partner is WUSI and whose sole limited partner is
CRC-Xxxxx Automatic Welding Limited, a Delaware corporation
which is wholly-owned by WUSI.
(b) AMENDMENTS TO ARTICLE V. ARTICLE V of the Credit
Agreement is hereby amended in the following respects:
(i) SECTION 5.01(A) is hereby amended by adding
(A) the following words after the word "corporation": "or
partnership, as applicable", and (B) the following words after
the word "incorporation": "or organization, as applicable";
and
(ii) SECTION 5.01(C) is hereby amended by adding
the following words after the word "corporation": "or
partnership, as applicable"; and
(iii) SECTION 5.02 is hereby amended by adding the
following words after the word "corporate" in line 4: "or
partnership, as applicable".
(c) AMENDMENTS TO ARTICLE VI. ARTICLE VI is hereby
amended in the following respects:
(i) SECTIONS 6.04(A) and 6.04(B) are hereby
amended by adding (A) the following words after the word
"corporate" each time it appears: "(or partnership, as
applicable)", and (B) the following words after the word
"incorporation" each time it appears: "or organization".
(ii) SECTION 6.13 is hereby amended by adding the
following words after the word "incorporated": "or organized".
(d) AMENDMENTS TO ARTICLE VII.
(i) SECTION 7.01(A) of the Credit Agreement is hereby
amended by adding the following words after the words
"SCHEDULE 7.01,": "including any such Liens which continue on
such property following a transfer of such property in cases
where such transfer is permitted by SECTION 7.02(D)"; and
(ii) SECTION 7.02 of the Credit Agreement is hereby
amended by redesignating SUBSECTION 7.02(D) to be SUBSECTION
7.02(E) and adding a new SUBSECTION 7.02(D) to read as
follows:
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"(d) dispositions of assets by the Company, a
Borrower or any of their respective Subsidiaries to the
Company or any Guarantor;"
SECTION 2. ADDITIONAL BORROWER.
(a) W/E, L.P. hereby agrees to be a Revolving Loan
Borrower as defined in the Credit Agreement. W/E, L.P. confirms that
the representations and warranties in ARTICLE V of the Credit Agreement
are true and correct as to W/E, L.P. as of the date hereof, except such
representations and warranties which expressly refer to an earlier
date.
(b) W/E, L.P. hereby agrees to perform all the
obligations of a Revolving Loan Borrower under, and to be bound in all
respects by the terms of, the Credit Agreement, including without
limitation SECTION 10.14 thereof, as if the undersigned were a
signatory party thereto.
SECTION 3. GUARANTY OF CRC-XXXXX AUTOMATIC WELDING LIMITED. Pursuant to
SECTION 6.13 of the Credit Agreement, no later than January 29, 1996, the
Company will cause CRC-Xxxxx Automatic Welding Limited to execute and deliver to
the Administrative Agent a Guaranty substantially in the form of EXHIBIT B-2 to
the Credit Agreement and to furnish to the Administrative Agent a written
opinion of counsel for CRC-Xxxxx Automatic Welding Limited substantially in the
form of EXHIBITS G-1 and G-2 of the Credit Agreement.
SECTION 4. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers and
each of the Guarantors represent and warrant to the Agents and to each of the
Banks that:
(a) This First Amendment, the Credit Agreement as amended
hereby, and each Guaranty have been duly authorized, executed and
delivered by the Borrowers and the Guarantors who are parties thereto
and constitute their legal, valid and binding obligations enforceable
in accordance with their respective terms (subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium and similar laws affecting creditors' rights
generally and to general principles of equity).
(b) The representations and warranties set forth in
ARTICLE V of the Credit Agreement are true and correct in all material
respects before and after giving effect to this First Amendment with the
same effect as if made on the date hereof, except to the extent such
representations and warranties expressly related to an earlier date, in
which case they were true and correct in all material respects on and as
of such earlier date.
(c) As of the date hereof, at the time of and immediately
after giving effect to this First Amendment, no Default or Event of
Default has occurred and is continuing.
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SECTION 5. CONDITIONS OF EFFECTIVENESS. This First Amendment shall be
effective on the date (the "Effective Date") of the delivery by the Borrowers
and the Guarantors to the Administrative Agent of the following:
(a) this First Amendment, signed by the Company, the
Borrowers, the Guarantors, the Agents, the co-agents and each of the
Banks;
(b) A Revolving Note executed by W/E, L.P. payable to
each Bank, in the form attached as EXHIBIT E to the Credit Agreement;
(c) a Guaranty executed by W/E, L.P. in the form attached
as EXHIBIT B-2 to the Credit Agreement;
(d) with respect to W/E, L.P.:
(i) a copy of the partnership agreement of W/E,
L.P., certified by the Secretary of W/E, L.P.;
(ii) copies of the resolutions of the board of
directors of Weatherford Enterra U.S., Inc., as the sole
general partner of W/E, L.P., authorizing WUSI to execute the
partnership agreement of W/E, L.P., certified by the Secretary
or Assistant Secretary of WUSI; and copies of resolutions of
the board of directors of W/E, L.P., authorizing the execution
and delivery of this First Amendment, Revolving Notes and a
Guaranty, together with specimen signatures of the officers
executing this First Amendment, Revolving Notes and such
Guaranty, certified by the Secretary or Assistant Secretary of
W/E, L.P.;
(iii) a Certificate issued by the Secretary of
State of Louisiana, certifying the filing of the Articles of
Partnership of W/E, L.P.; and
(iv) a copy of W/E, L.P.'s Application for
Registration to Qualify to do Business in Texas, submitted to
the Texas Secretary of State;
(e) a letter confirming that The Xxxxxxxx-Xxxx
Corporation System, Inc. has accepted appointment by W/E, L.P. as its
agent for service of process in New York;
(f) legal opinions of Texas, New York and Louisiana
counsel for W/E, L.P., substantially in the form of Exhibits A, B and C
attached hereto; and
(g) the fees and expenses payable to the Agents pursuant
to SECTION 10.04(A) of the Credit Agreement, in connection with this
First Amendment.
SECTION 6. EFFECT OF AMENDMENT. This First Amendment (i) except
as expressly provided herein, shall not be deemed to be a consent to the
modification or waiver of any
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other term or condition of the Credit Agreement or of any of the instruments or
agreements referred to therein and (ii) shall not prejudice any right or rights
which the Administrative Agent or the Banks may now have under or in connection
with the Credit Agreement, as amended by this First Amendment. Except as
otherwise expressly provided by this First Amendment, all of the terms,
conditions and provisions of the Credit Agreement shall remain the same. It is
declared and agreed by each of the parties hereto that the Credit Agreement, as
amended hereby, shall continue in full force and effect, and that this First
Amendment and such Credit Agreement shall be read and construed as one
instrument.
SECTION 7. GUARANTIES. Each of the Guarantors hereby consents to and
accepts the terms and conditions of this First Amendment, agrees to be bound by
the terms and conditions hereof, and ratifies and confirms that its Guaranty
executed and delivered in connection with the Credit Agreement is and remains in
full force and effect.
SECTION 8. MISCELLANEOUS This First Amendment shall for all purposes be
construed in accordance with and governed by the laws of the State of New York.
The captions in this First Amendment are for convenience of reference only and
shall not define or limit the provisions hereof. This First Amendment may be
executed in separate counterparts, each of which when so executed and delivered
shall be an original, but all of which together shall constitute one instrument.
In proving this First Amendment, it shall not be necessary to produce or account
for more than one such counterpart.
NO ORAL AGREEMENTS. THE CREDIT AGREEMENT (AS AMENDED BY THIS FIRST
AMENDMENT) AND THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND 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.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed and delivered by their proper and duly authorized officers
as of the date and year first above written.
XXXXXXXXXXX ENTERRA, INC.
By: /s/ XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
Senior Vice President, Chief
Financial Officer and Treasurer
WEATHERFORD ENTERRA U.S., INC.
By: /s/ XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
Senior Vice President, Chief
Financial Officer and Treasurer
WEATHERFORD/XXXX, INC.
By: /s/ XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
Senior Vice President, Chief
Financial Officer and Treasurer
WEATHERFORD ENTERRA U.S.,
LIMITED PARTNERSHIP
By: /s/ H. XXXXXXX XXXXXX
Name: H. Xxxxxxx Xxxxxx
Title: Senior Vice President
and Secretary
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BANK OF AMERICA ILLINOIS,
as Documentation Agent and as a
Bank
By: /s/ XXXX X. XXXXXXXX
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION,
as Administrative Agent and as
a Bank
By: /s/ XXXX X. XXXX
Name: Xxxx X. Xxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK
BRANCH, as Senior Co-Agent and
as a Bank
By: /s/ XXXXX XXXXXXXX
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President
ABN AMRO BANK N.V.,
as Co-Agent and as a Bank
By: /s/ W. XXXXX XXXXXXX
Name: W. Xxxxx Xxxxxxx
Title: Vice President
By: /s/ H. XXXX XXXXXX
Name: H. Xxxx Xxxxxx
Title: Vice President
BANK OF MONTREAL, as
Co-Agent and as a Bank
By: /s/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Director
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FIRST INTERSTATE BANK OF
TEXAS, N.A., as Co-Agent and as
a Bank
By: /s/ XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
ARAB BANKING CORPORATION
(B.S.C.), as Co-Agent and as a
Bank
By: /s/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
THE BANK OF NEW YORK
By: /s/ XXXX X. XXXXXX, XX.
Name: Xxxx X. Xxxxxx, Xx.
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. XXXXX
Name: F.C.H. Xxxxx
Title: Senior Manager
Loan Operations
FIRST NATIONAL BANK OF
COMMERCE
By: /s/ J. XXXXXXX XXXXX, XX.
Name: J. Xxxxxxx Xxxxx, Xx.
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Vice President &
Senior Manager
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THE MITSUBISHI BANK, LIMITED
By: /s/ SHOJI HONDA
Name: Shoji Honda
Title: General Manager
NATIONSBANK OF TEXAS, N.A.
By: /s/ W. XXXXX XXXXXXXX
Name: W. Xxxxx Xxxxxxxx
Title: Vice President
THE YASUDA TRUST AND
BANKING COMPANY, LIMITED
By: /s/ XXXXXX XXXX
Name: Xxxxxx Xxxx
Title: Vice President
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