EXHIBIT 10.10
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
October 31, 1994
This Eighth Amendment to Loan and Security Agreement (the "Amendment") is
made and entered into effective as of October 31, 1994, by and between RED MAN
PIPE & SUPPLY CO., an Oklahoma corporation ("Borrower"), and BARCLAYS BUSINESS
CREDIT, INC., a Connecticut corporation ("Lender").
PRELIMINARY STATEMENTS:
1. Borrower and Lender have entered into that certain Loan and Security
Agreement dated as of May 3, 1991, as heretofore amended (as amended from time
to time, the "Agreement").
2. Borrower and Lender desire to amend the Agreement and the other
Agreements as hereinafter set forth.
AGREEMENTS:
NOW, THEREFORE, in consideration of the agreements herein contained,
subject to the terms and conditions set forth herein, Borrower and Lender hereby
agree as follows, and agree that, subject to satisfaction of the provisions of
Section 12 hereof, the amendments specified below shall be effective from and
after the date hereof and shall be incorporated into the Agreement and shall
supersede those provisions in the Agreement referenced as follows:
1. DEFINITIONS.
(a) Terms used herein and defined in the Agreement shall have the
meanings set forth in the Agreement except as otherwise provided herein.
(b) The definitions of "Borrowing Base", "Commitment", and "Revolving
Credit Loans" contained in Section 1.1 of the Agreement are hereby deleted,
and the following shall be substituted therefor:
"Borrowing Base - as at any date of determination thereof, an
amount equal to the lesser of:
(a) the Commitment as of such date, minus the outstanding
principal amount of the Term Loan as of such date; or
(b) an amount up to:
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(i) ninety percent (90%) of the net amount (after deduction of
such reserves as Lender deems proper and necessary in its sole
discretion, including a reserve for sales tax payables) of Eligible
Accounts outstanding at such date;
PLUS
(ii) the lesser of (A) $2,500,000 or (B) ninety percent (90%) of
the net amount (after deduction of such reserves as Lender deems
proper and necessary in its sole discretion, including a reserve for
sales tax payables) of Eligible International Accounts outstanding at
such date;
PLUS
(iii) the lesser of (A) $11,000,000 or (B) sixty percent
(60%) of the value (after deduction of such reserves as Lender deems
proper and necessary in its sole discretion) of Eligible Inventory at
such date consisting of tubular goods held for sale in the ordinary
course of Borrower's business, calculated on the basis of the lower of
cost or market;
PLUS
(iv) the lesser of (A) $6,500,000 or (B) forty percent (40%) of
the value (after deduction of such reserves as Lender deems proper and
necessary in its sole discretion) of Eligible Inventory at such date
consisting of consumable supplies held for sale in the ordinary course
of Borrower's business, calculated on the basis of the lower of cost
or market:
PLUS
(v) the lesser of (A) $1,500,000 or (B) sixty percent (60%) of
the value (after deduction of such reserves as Lender deems proper and
necessary in its sole discretion of Eligible Inventory at such Date
consisting of line pipe held for sale in the ordinary course of
Borrower's
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business, calculated on the basis of the lower of cost or
market;
MINUS (subtract from the sum of clauses (i), (ii),
(iii), (iv), and (v) above)
(vi) an amount equal to the sum of (A) the face amount
of all LC Guaranties and Letters of Credit issued by Lender
or Affiliates of Lender and outstanding at such date and (B)
any amounts which Lender may be obligated to pay in the
future for the account of Borrower pursuant to this
Agreement, the Other Agreements or otherwise.
For purposes hereof, the net amount of Eligible Accounts or
Eligible International Accounts, as the case may be, at any time
shall be the face amount of such Eligible Accounts or such
Eligible International Accounts, less any and all returns,
discounts (which may, at Lender's option, be calculated on
shortest terms), credits, allowances or excise taxes of any
nature at any time issued, owing, claimed by Account Debtors,
granted, outstanding or payable in connection with such Accounts
at such time."
"Commitment - $30,000,000."
"Revolving Credit Loans - any and all Base Rate Loans and Eurodollar
Loans made by Lender as provided in Section 2.1(A) of this Agreement."
(e) The following definitions are hereby added to Section 1.1 of the
Agreement:
"Base Rate Loan - a Revolving Credit Loan made by Lender which bears
interest at a rate based upon the Base Rate."
"Borrowing Notice - as defined in Section 2.1.(D) of the Agreement."
"Eurodollar Base Rate - with respect to a Eurodollar Loan for the
relevant Eurodollar Interest Period, a rate per annum equal to the quotient of
the following: (a) the rate at which deposits in U.S. dollars in immediately
available funds are offered by Lender or Barclays Bank PLC to first-class banks
in the London interbank market at approximately 11:00 a.m (London time) two (2)
Business Days prior to the first day
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of such Eurodollar Interest Period, in the approximate amount of the Eurodollar
Loan and having a maturity approximately equal to the Eurodollar Interest Period
divided by (b) the difference of 1.00 minus the Eurodollar Reserve Requirement.
"Eurodollar Interest Period - with respect to a Eurodollar Loan, a
period of one (1), two (2), three (3) or six (6) months commencing on a Business
Day selected by Borrower pursuant to this Agreement. Such Eurodollar Interest
Period shall end on (but exclude) the day which corresponds numerically to such
date one (1), two (2), three (3) or six (6) months thereafter, provided,
however, that if there is no such numerically corresponding day in such first
(lst), second (2nd), third (3rd) or sixth (6th) succeeding month, such
Eurodollar Interest Period shall end on the last Business Day of such first
(lst), second (2nd), third (3rd) or sixth (6th) succeeding month. If a
Eurodollar Interest Period would otherwise end on a day which is not a Business
Day, such Eurodollar Interest Period shall end on the next succeeding Business
Day, provided, however, that if said next succeeding Business Day falls in a new
month, such Eurodollar Interest Period shall end on the immediately preceding
Business Day."
"Eurodollar Loan - a Revolving Credit Loan which, pursuant to a
Borrowing Notice, bears interest at a rate based upon the Eurodollar Base Rate
for the Eurodollar Interest Period specified in such Borrowing Notice."
"Eurodollar Reserve Requirement - on any day, means that percentage
(expressed as a decimal fraction) which is in effect on such day, as provided by
the Board of Governors of the Federal Reserve System (or any successor
governmental body) applied for determining the maximum reserve requirements
(including without limitation, basic, supplemental, marginal and emergency
reserves) under Regulation D with respect to "eurocurrency liabilities" as
currently defined in Regulation D, or under any similar or successor regulation
with respect to eurocurrency liabilities or eurocurrency funding. Each
determination by Lender of the Eurodollar Reserve Requirement shall, in the
absence of manifest error, be conclusive and binding."
2. MANNER OF BORROWING LOANS. The following Section 2.1(D) is hereby
added to the Agreement, as follows:
"(D) Manner of Borrowing Resolving Credit Loans. Borrowings under
the credit facility established pursuant to Section 2.1(A) hereof shall be
made as follows:
(1) A request for a Revolving Credit Loan shall be made, or
shall be deemed to be made, in the following manner: (a) Borrower may
give
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Lender notice of its intention to borrow in the form of Exhibit K
hereto (a "Borrowing Notice"), in which notice Borrower shall specify
(i) the aggregate amount of such Revolving Credit Loan, (ii) the
requested date of such Revolving Credit Loan, (iii) the Annual
Revolving Rate selected in accordance with Section 3.1 of this
Agreement, and (iv) where Borrower selects a Eurodollar Loan, the
Eurodollar Interest Period applicable thereto; (b) the becoming due of
any amount required to be paid under this Agreement as interest shall
be deemed irrevocably to be a request for a Base Rate Loan on the due
date in the amount required to pay such interest; and (c) the becoming
due of any other Obligations shall be deemed irrevocably to be a
request for a Base Rate Loan on the due date in the amount then so
due. If Borrower selects a Base Rate Loan, Borrower shall give Lender
the Borrowing Notice prior to 12:00 Noon on the Business Day which is
the requested date of such Base Rate Loan. If Borrower selects a
Eurodollar Loan, Borrower shall give Lender the Borrowing Notice at
least two (2) Business Days prior to the requested date of such
Eurodollar Loan.
(2) Borrower hereby irrevocably authorizes Lender to
disburse the proceeds of each Revolving Credit Loan requested, or
deemed to be requested, pursuant to this Section 2.1(D) as follows:
(a) the proceeds of each Revolving Credit Loan requested under Section
2.1(D)(l)(a) shall be disbursed by Lender in lawful money of the
United States of America in immediately available funds by wire
transfer to such bank account as may be agreed upon by Borrower and
Lender from time to time; and (b) the proceeds of each Loan requested
under Section 2.1(D)(l)(b) or (c) shall be disbursed by Lender by way
of direct payment of the relevant obligation.
3. INTEREST AND CHARGES.
(a) Section 3.1(A) of the Agreement is hereby deleted, and the
following shall be substituted therefor:
"(A) The principal amount of the Term Loan outstanding from day-
to-day shall bear interest, calculated daily at a fluctuating rate per
annum equal to the lesser of (i) 1.5% (or such lesser percentage as
may be provided by subsection (H) hereof) above the Base Rate (the
"Annual Term Rate"), or (ii) the Maximum Legal Rate. The principal
amount of the Revolving Credit Loans
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outstanding from day-to-day shall bear interest, calculated daily, at
the following rates per annum (individually called, as applicable, an
"Annual Revolving Rate"): (i) each Eurodollar Loan shall bear interest
at a rate per annum equal to the lesser of (a) 3.5% (or such lesser
percentage as may be provided by subsection (H) hereof) above the
Eurodollar Base Rate for the Eurodollar Interest Period applicable
thereto, or (b) the Maximum Legal Rate, and (ii) each Base Rate Loan
shall bear interest at the lesser of (a) a fluctuating rate per annum
equal to 1.0% (or such lesser percentage as may be provided by
subsection (H) hereof) above the Base Rate, or (b) the Maximum Legal
Rate."
(b) Section 3.1(B) of the Agreement is hereby deleted, and the
following shall be substituted therefor:
"Each Base Rate Loan shall be increased or decreased, as the case
may be, by an amount equal to any increase or decrease in the Base
Rate, with such adjustments to be effective as of the opening of
business on the day that any such change in the Base Rate becomes
effective. The Base Rate in effect on the date hereof shall be the
Base Rate effective as of the opening of business on the date hereof,
but if this Agreement is executed on a day that is not a Business Day,
the Base Rate in effect on the date hereof shall be the Base Rate
effective as of the opening of business on the last Business Day
immediately preceding the date hereof. Interest on the Loans shall be
calculated daily, based on the actual days elapsed over a 360 day
year. Further, for the purpose of computing interest, all items of
payment received by Lender shall be applied by Lender (subject to
final payment of all drafts and other items received in form other
than immediately available funds) against the obligations on the first
Business Day after receipt. The determination of when a payment is
received by Lender will be made in accordance with Section 3.5."
(c) Section 3.1(H) of the Agreement is hereby deleted, and the
following shall be substituted therefor:
"(H) So long as no Default or Event of Default has occurred, in
the event that Borrower achieves the performance factors described
below as of each of the calculation dates specified below, then the
Applicable Rate shall be reduced as follows:
(i) Performance Factors to be Achieved as of October 31, 1995. So
long as no Default
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or Event of Default has occurred, and so long as Borrower achieves the
performance factors set out below, upon receipt and review by Lender
of the audited financial statements of Borrower provided pursuant to
Section 9.1(J) demonstrating compliance with the following performance
factors, the Applicable Rate shall be reduced by 0.25%. Such reduction
shall (a) with respect to Base Rate Loans, be made effective November
1, 1995 by (i) crediting the Loan Account by the difference between
the amount of interest paid by Borrower to Lender since such effective
date and the amount of interest which would have been paid by Borrower
to Lender since such effective date had the Applicable Rate been so
reduced, and (ii) recalculating all accrued but unpaid interest, and
all interest to accrue with respect to future transactions, at the
Applicable Rate as so reduced, and (b) with respect to Eurodollar
Loans, be effective only for Eurodollar Loans requested after the date
on which Lender has received and reviewed Borrower's audited financial
statements demonstrating compliance with the performance factors set
out below. The performance factors required to be achieved as of
October 31, 1995 in order to reduce the Applicable Rate are as
follows:
(A) The Average Daily Availability for the six months ending
October 31, 1995 shall equal or exceed thirty percent (30%) of
the Average Daily Loan Balance for such period;
(B) The Adjusted Net Earnings from operations, plus taxes
(to the extent deducted therefrom), for the year ending October
31, 1995 shall be at least $1,800,000; and
(C) Borrower's Leverage Ratio as of October 31, 1995 shall
not exceed 3.8 to 1.0.
Any rate reduction made pursuant to this Section 3.1(H)(i) shall
remain in effect only for so long as no Default or Event of Default
has occurred and is continuing and Borrower maintains the Leverage
Ratio described in (C) above."
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4. EURODOLLAR LOANS. The following Section 3.7. is hereby added to the
Agreement as follows:
"3.7. Additional Provisions Regarding Eurodollar Loans.
(A) Selection of Eurodollar Loan. Borrower may select a
Eurodollar Base Rate with respect to all or any portion of the
Revolving Credit Loans as provided in this Section 3.7.; provided,
however, that (i) each Eurodollar Loan shall be in a principal amount
of not less than $1,000,000 (and, if greater than $1,000,000, in
integral multiples of $100,000), (ii) if Borrower shall elect to have
all or a portion of the Revolving Credit Loans bear interest at a
Eurodollar Base Rate, the aggregate principal amount of Eurodollar
Loans outstanding shall be no less than $1,000,000, (iii) no more than
four (4) Eurodollar Interest Periods may be in existence at any one
time, and (iv) Borrower may not select a Eurodollar Base Rate for a
Revolving Credit Loan if there exists a Default or Event of Default.
The Borrower shall select Eurodollar Interest Periods with respect to
Eurodollar Loans so that no Eurodollar Interest Period expires after
the end of the original Term, or if extended pursuant to Section 3.3,
any Renewal Term. An outstanding Base Rate Loan may be converted to a
Eurodollar Loan at any time subject to the provisions of this Section
3.7.
(B) Interest on Eurodollar Loans. Each Eurodollar Loan shall
bear interest from and including the first day of the Eurodollar
Interest Period applicable thereto (but not including the last day of
such Eurodollar Interest Period) at the interest rate determined as
applicable to such Eurodollar Loan, but interest on such Eurodollar
Loan shall be payable as provided in Section 3.4. If at the end of an
Eurodollar Interest Period for an outstanding Eurodollar Loan Borrower
has failed to deliver to Lender a new Borrowing Notice with respect to
such Eurodollar Loan or to pay such Eurodollar Loan, then such
Eurodollar Loan shall be converted to a Base Rate Loan on and after
the last day of such Eurodollar Interest Period and shall remain a
Base Rate Loan until paid or until the effective date of a new
Borrowing Notice with respect thereto.
(C) Availability of Eurodollar Loans. If (i) Lender
determines that maintenance of any of its Eurodollar Loans would
violate any applicable law,
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rule, regulation or directive, whether or not having the force of law,
and (ii) there exists no other branch or office of Lender through
which such Eurodollar Loans could be maintained without any such
violation or other disadvantageous implications to Lender, Lender
shall suspend the availability of Eurodollar Loans and require any
Eurodollar Loans outstanding to be repaid; or if Lender determines
that (i) deposits of a type or maturity appropriate to match fund
Eurodollar Loans are not available or (ii) the Eurodollar Base Rate
does not accurately reflect the cost of making a Eurodollar Loan, then
Lender shall suspend the availability of Eurodollar Loans after the
date of anY such determination.
(D) Funding Indemnification. If any payment of a Eurodollar
Loan occurs on a date which is not the last day of the applicable
Eurodollar Interest Period, whether because of acceleration,
prepayment or otherwise, or a Eurodollar Loan is not made on the date
specified by Borrower because Borrower has not satisfied the
conditions precedent to such Eurodollar Loan contained in this
Agreement or has otherwise breached the terms of this Agreement,
Borrower will indemnify Lender for any loss or cost incurred by it
resulting therefrom, including without limitation any loss or cost in
liquidating or employing deposits acquired to fund or maintain the
Eurodollar Loan.
(E) Lender Statements: Survival of Indemnity. Within sixty
(60) days of the date upon which Lender suspends the availability of
Eurodollar Loans under Section 3.7(C) hereof or learns of any loss or
cost for which Borrower has indemnified Lender under Section 3.7(D)
hereof, Lender shall deliver a written statement as to the amount due
under Section 3.7(C) or (D). Such written statement shall set forth in
reasonable detail the calculations upon which Lender determined such
amount and shall be final, conclusive and binding on Borrower in the
absence of manifest error. Determination of amounts payable under such
Sections in connection with a Eurodollar Loan shall be calculated as
though the Lender funded its Eurodollar Loan through the purchase of a
deposit of the type and maturity corresponding to the deposit used as
a reference in determining the Eurodollar Base Rate applicable to such
Eurodollar Loan whether in fact that is the case or not. Unless
otherwise provided herein, the amount specified in the written
statement shall be payable on demand after receipt by Borrower of the
written statement."
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5. FINANCIAL COVENANTS.
(a) Section 9.3(A) of the Agreement is hereby deleted, and the
following shall be substituted therefor:
"(A) Maintain a Leverage Ratio not greater than the ratio shown below
for the date corresponding thereto:
Date Amount
October 31, 1994 to October 31, 1995 4.5 to 1.0
November 1, 1995 and Thereafter 4.0 to 1.0"
(b) Section 9.3(E) of the Agreement is hereby deleted, and the
following shall be substituted therefor:
"(E) Achieve Adjusted Net Earnings from operations, plus taxes (to the
extent deducted therefrom), equal to the amounts specified below for
the periods specified below:
Period Amount
Fiscal year ending $1,100,000
October 31, 1994
Fiscal year ending $2,200,000
October 31, 1995 and
each fiscal year
thereafter
6. EXHIBITS. All references in the Agreement (as amended hereby) to
Exhibit "J" shall hereafter be deemed to be references to Exhibit "J" attached
hereto. A new Exhibit "K" is hereby added to the Agreement which shall be in the
form of Exhibit "K" attached hereto.
7. CONDITIONS. The obligation of Lender to be bound by the provisions
of this Amendment shall be subject to the fulfillment of the following
conditions precedent on or before the date hereof:
(a) Lender shall have received the following, duly executed by each
party thereto, other than Lender:
(i) this Amendment; and
(ii) all other documents Lender may reasonably request with
respect to any matter relevant to this Amendment or the transactions
contemplated hereby.
(b) Borrower and Guarantor shall have performed and complied with all
agreements and conditions contained in the Agreement and the other
Agreements which are required to be performed or complied with by Borrower
or Guarantor before or on the date hereof.
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(c) The representations and warranties contained in the Agreement, as
amended hereby, and the Other Agreements shall be true and correct in all
material respects as of the date hereof, with the same force and effect as
though made on and as of this date.
(d) No material adverse change shall have occurred in the business
operations, financial condition or prospects of Borrower or Guarantor, and
no material adverse litigation shall be pending or, to the knowledge of
Borrower or Guarantor, threatened, against Borrower or Guarantor.
(e) All corporate and legal proceedings and all documents required to
be completed and executed by the provisions of, and all instruments to be
executed in connection with the transactions contemplated by, this
Amendment and any related agreements shall be satisfactory in form and
substance to Lender.
8. LIMITED WAIVER. Upon satisfaction of the conditions precedent
specified in Section 7 hereof, Lender shall waive any Default or Event of
Default which occurred or existed prior to the effective date of this Amendment
arising solely from Borrower's failure:
(a) to maintain a Leverage Ratio of not less than 4.0 to 1.0 for the
months ending November 30, 1993 and December 31, 1993 and April 30, 1994,
as required by Section 9.3(A) of the Agreement; and
(b) to limit Capital Expenditures or payments on account of Capital
Leases to $300,000, as required by Section 9.2(H) of the Aqreement; and
(c) to maintain a positive Net Income plus taxes (to the extent
deducted therefrom) for the month ending September 30, 1994, as required by
Section 9.3(C) of the Agreement; and
(d) to maintain a positive Excess Cash Flow for the months ending
August 31, 1994 and September 30, 1994, as required by Section 9.3(D) of
the Agreement.
Except as otherwise specifically provided for in this Amendment, nothing
contained herein shall be construed as a waiver by Lender of any covenant or
provision of the Agreement, the Other Agreements, this Amendment, or of any
other contract or instrument between Borrower and Lender, and the failure of
Lender at any time or times hereafter to require strict performance by Borrower
of any provision thereof shall not waive, affect or diminish any right of
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Lender to thereafter demand strict compliance therewith. Lender hereby reserves
all rights granted under the Agreement, the other Agreements, this Amendment and
any other contract or instrument between Borrower and Lender.
9. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Lender that (a) the execution, delivery and performance of this
Amendment and any and all other Agreements executed and/or delivered in
connection herewith have been authorized by all requisite corporate action on
the part of Borrower and will not violate the Certificate of Incorporation or
Bylaws of Borrower; (b) the representations and warranties contained in the Loan
Agreement, as amended hereby, and any other Agreement 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; (c) no Default or Event of Default
under the Loan Agreement, as amended hereby, has occurred and is continuing,
unless such Default or Event of Default has been specifically waived in writing
by Lender; and (d) Borrower is in full compliance with all covenants and
agreements contained in the Loan Agreement and the other Agreements, as amended
hereby.
10. 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.
11. EXPENSES. Borrower shall pay all out-of-pocket expenses arising in
connection with the preparation, execution, delivery and administration of this
Amendment, including, but not limited to, all reasonable legal fees and expenses
incurred by Lender.
12. CONTINUED EFFECT. Except to the extent amended hereby, all terms,
provisions and conditions of the Agreement and all of the other Agreements shall
continue in full force and effect and shall remain enforceable and binding in
accordance with their respective terms.
13. FURTHER ASSURANCES. Borrower shall, at Lender's request, promptly
execute or cause to be executed and delivered to Lender any and all documents,
instruments or agreements deemed necessary by Lender to continue perfection of
Lender's Liens, to facilitate collection of the Collateral or otherwise to give
effect to or carry out the terms or intent of this Amendment.
14. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall for all purposes be deemed an original and all
of which are identical. All parties need not execute the same counterpart.
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15. FINAL AGREEMENT. THIS WRITTEN 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.
16. RELEASE. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS 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 LENDER. BORROWER 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 BORROWER 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.
EXECUTED to be effective as of the date first above written.
RED MAN PIPE & SUPPLY CO.
By: /S/ XXX XXXXX
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Name: XXX XXXXX
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Title:VP-FINANCE
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BARCLAYS BUSINESS CREDIT, INC.
By: /S/ XXX X. XXXXXXXXXXX
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Name: XXX X. XXXXXXXXXXX
----------------------------
Title: Vice President
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The undersigned Guarantor, having guaranteed to Lender the payment of the
obligations, as such term is defined in the Unconditional Limited Guaranty (the
"Guaranty") executed by Guarantor on May 3, 1991, hereby acknowledges, confirms,
and agrees that (i) the execution and delivery of this Amendment does not alter,
affect, diminish, release or reduce his liability under the Guaranty, and (ii)
the Guaranty is in full force and effect to secure the obligations described
therein.
/s/ Xxxxx X. Xxxxxxx
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XXXXX X. XXXXXXX
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