1
EXHIBIT 10.11
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
dated as of April 25, 1995, is made and entered into among BJ SERVICES COMPANY,
a Delaware corporation (the "Company"), BJ SERVICES COMPANY, U.S.A.,a Delaware
corporation, BJ SERVICE INTERNATIONAL, INC., a Delaware corporation, BJ
SERVICES COMPANY MIDDLE EAST, a Delaware corporation (collectively and
including the Company, the Borrowers"); BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent; BANK OF AMERICA ILLINOIS, Individually and as
Letter of Credit Issuing Bank; THE CHASE MANHATTAN BANK, N.A., Individually and
as Co-Agent; CREDIT LYONNAIS CAYMAN ISLAND BRANCH, Individually and as
Co-Agent, FIRST INTERSTATE BANK OF TEXAS, N. A., Individually and as Co-Agent
and the other banks listed on the signature pages hereof.
W I T N E S S E T H:
WHEREAS, the parties hereto have heretofore entered into a
Credit Agreement dated as of April 13, 1995 (the "Credit Agreement") providing
for, among other things, (i) term loans to be made by the Banks to the Company
in the principal amount of $265,000,000, (ii) a revolving credit facility
(including revolving credit loans, swing loans and letters of credit) to be
made by the Banks to the Borrowers in a principal amount not to exceed
$175,000,000 in the aggregate at any time outstanding, and on the terms and
subject to the conditions thereon set forth; and
WHEREAS, the Credit Agreement provides that Term Loans (other
than the Debenture Related Loans) may be made from the Closing Date through
April 28, 1995;
WHEREAS, Company has requested that the Banks extend the
availability period for such term loans through May 1, 1995, and the Banks have
agreed so to do;
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the parties hereto hereby agree to amend the
Credit Agreement as follows:
1. CREDIT AGREEMENT AMENDMENTS.
1.1 AMENDMENT OF CLAUSE (I) OF SUBSECTION 2.01
(A). Subsection 2.01(a) of the Credit Agreement is hereby amended by changing
clause (i) contained therein to be and to read in its entirety as follows:
2
"(i) Term Loans in a maximum aggregate amount of
$225,0000,000 may be made from time to time on any Business
Day during the period from the Closing Date through May 1,
1995."
1.2. AMENDMENT OF CLAUSE (II) OF SUBSECTION
2.01(A). Subsection 2.01(a) of the Credit Agreement is hereby further amended
by changing subclause (y) contained within the parenthetical clause of clause
(ii) of Subsection 2.01(a) to be and to read in its entirety as follows:
"(y) the aggregate principal amount of Term Loans
made during the period from the Closing Date through May 1,
1995)."
1.3. GENERAl To the extent, if any, any
provision of the Credit Agreement or any of the other Loan Documents shall
conflict with the provisions of clause (i) of Subsection 2.01(a) of the Credit
Agreement as amended in the foregoing Paragraph 1.1, such provisions shall be
amended to the extent necessary so that no such conflict shall exist.
2. NO DEFAULT OR EVENTS OF DEFAULT; REPRESENTATIONS AND
WARRANTIES ARE TRUE. Each of the Borrowers hereby represents and warrants to
the Banks that no Event of Default or Default has occurred and is continuing.
The representations and warranties made by the Borrowers in Article VI of the
Credit Agreement are true and correct in all material respects as of the date
hereof (except such representations and warranties which expressly refer to an
earlier date, which representations and warranties are true and correct in all
material respects as of such earlier date).
3. RATIFICATION. The Credit Agreement shall continue in
full force and effect as amended hereby. The Credit Agreement and this
Amendment shall be read, taken and construed as one and the same instrument.
4. COUNTERPARTS. This Amendment may be signed in any
number of counterparts, and by different parties on separate counterparts, each
of which shall be construed as an original, but all of which together shall
constitute one and the same instrument.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK); PROVIDED THAT THE AGENT AND THE
BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
6. CERTAIN DEFINED TERMS. Capitalized terms used herein
(including in the recitals hereof) without definition shall have the meaning
assigned to them in the Credit Agreement.
-2-
3
7. ENTIRE AGREEMENT. THIS AMENDMENT, THE CREDIT
AGREEMENT 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.
IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed and delivered as of the date first above written.
BJ SERVICES COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx III
--------------------------------
Xxxxxx X. Xxxxxxxx III
Treasurer
BJ SERVICES COMPANY, U.S.A.
By: /s/ Xxxxxx X. Xxxxxxxx III
-------------------------------
Xxxxxx X. Xxxxxxxx III
Treasurer
BJ SERVICES COMPANY MIDDLE EAST
By: /s/ Xxxxxx X. Xxxxxxxx III
-------------------------------
Xxxxxx X. Xxxxxxxx III
Treasurer
-3-
4
BJ SERVICE INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxx III
Treasurer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, AS AGENT
By: /s/ Xxxxx X. Xxx
-------------------------------
Name: Xxxxx X. Xxx
Title: Assistant Vice President
BANK OF AMERICA ILLINOIS, AS A BANK AND
AS ISSUING BANK
By: /s/ C. Xxxxx XxXxxxxx
------------------------------
Name: C. Xxxxx XxXxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, N.A.,
AS CO-AGENT AND AS A BANK
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
AS CO-AGENT AND AS A BANK
By: /s/ Xavier Ratouis
------------------------------
Name: Xavier Ratouis
Title: Authorized Signature
-4-
5
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
BANK OF MONTREAL
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
CHRISTIANIA BANK OG KREDITKASSE
By: /s/ Xxxxx Xxxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Senior Manager
By: /s/ Xxxxx Axe
------------------------------
Name: Xxxxx Axe
Title: Manager
CORESTATES BANK, N.A.
By: /s/ Xxxxxx X. Xxxxx, Xx.
------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President
-5-
6
DEN NORSKE BANK AS
By: /s/ Xxxxxx X. Xxxx
------------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
By: /s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
By: /s/ B. Xxxxx Xxxxxxxx
------------------------------
Name: B. Xxxxx Xxxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ Xxxxx Xxxxxx
------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President and
Senior Manager
THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-----------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Senior Vice President
-6-
7
THE MITSUBISHI BANK, LTD.
HOUSTON AGENCY
By: /s/ Shoji Honda
------------------------------
Name: Shoji Honda
Title: General Manager
THE YASUDA TRUST AND BANKING
COMPANY LIMITED
By: /s/ Xxxx X. Xxxx
-------------------------------
Name: Xxxx X. Xxxx
Title: First Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Koii Fuiiwara
-------------------------------
Name: Koii Fuiiwara
Title: Assistant Vice President
FIRST NATIONAL BANK OF COMMERCE
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
-7-
8
THE BANK OF TOKYO, LTD., DALLAS AGENCY
By: /s/ X. XxXxxxxx
-------------------------------
Name: X. XxXxxxxx
Title: Vice President
-8-
