EXHIBIT 10.373
TERM NOTE
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New York, New York
$17,000,000 September 14, 2001
FOR VALUE RECEIVED, the undersigned, BLACK WARRIOR WIRELINE
CORP, a Delaware corporation ("Borrower"), HEREBY PROMISES TO PAY to the order
of GENERAL ELECTRIC CAPITAL CORPORATION ("Lender") at the offices of GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent for Lenders
("Agent"), at its address at 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx, 00000,
or at such other place as Agent may designate from time to time in writing, in
lawful money of the United States of America and in immediately available funds,
the amount of SEVENTEEN MILLION DOLLARS AND NO CENTS ($17,000,000). All
capitalized terms used but not otherwise defined herein have the meanings given
to them in the "Credit Agreement" (as hereinafter defined) or in Annex A
thereto.
This Term Note is one of the Term Notes issued pursuant to
that certain Credit Agreement dated as of September 14, 2001 by and among
Borrower, the other Persons named therein as Credit Parties, Agent, Lender and
the other Persons signatory thereto from time to time as Lenders (including all
annexes, exhibits and schedules thereto and as from time to time amended,
restated, supplemented or otherwise modified, the "Credit Agreement"), and is
entitled to the benefit and security of the Credit Agreement, the Security
Agreement and all of the other Loan Documents referred to therein. Reference is
hereby made to the Credit Agreement for a statement of all of the terms and
conditions under which the Loans evidenced hereby are made and are to be repaid.
The principal balance of the Term Loan, the rates of interest applicable thereto
and the date and amount of each payment made on account of the principal
thereof, shall be recorded by Agent on its books; provided that the failure of
Agent to make any such recordation shall not affect the obligations of Borrower
to make a payment when due of any amount owing under the Credit Agreement or
this Term Note.
The principal amount of the indebtedness evidenced hereby
shall be payable in the amounts and on the dates specified in the Credit
Agreement. Interest thereon shall be paid until such principal amount is paid in
full at such interest rates and at such times, and pursuant to such
calculations, as are specified in the Credit Agreement. The terms of the Credit
Agreement are hereby incorporated herein by reference.
If any payment on this Term 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.
Upon and after the occurrence of any Event of Default, this
Term Note may, as provided in the Credit Agreement, and without demand, notice
or legal process of any kind, be declared, and immediately shall become, due and
payable.
Time is of the essence of this Term Note. Demand, presentment,
protest and notice of nonpayment and protest are hereby waived by Xxxxxxxx.
Except as provided in the Credit Agreement, this Term Note may
not be assigned by Lender to any Person.
THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND PERFORMED IN THAT STATE.
BLACK WARRIOR WIRELINE CORP.
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Chief Executive Officer
