SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") dated as of October 30, 1998, 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, NOWSCO
WELL SERVICE LTD., an Alberta, Canada corporation; BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, as U.S. Agent, as Letter of Credit Issuing Bank
and as Swing Loan Bank; BANK OF AMERICA CANADA, Individually and as Canadian
Agent; THE CHASE MANHATTAN BANK, Individually and as Senior Co-Agent; BANK OF
MONTREAL, ROYAL BANK OF CANADA, TORONTO DOMINION (TEXAS), INC., and XXXXX FARGO
BANK (TEXAS), NATIONAL ASSOCIATION, each Individually and as Co-Agent (in their
capacities as Co-Agents, the "Co-Agents"); and the other financial institutions
listed on the signature pages hereof.
WITNESSETH:
WHEREAS, the parties hereto (or their predecessors in interest) have
heretofore entered into an Amended and Restated Credit Agreement dated as of
August 7, 1996 (as previously amended, the "Credit Agreement"), providing for,
among other things, (i) term loans to be made by the Canadian Banks to BJ-Canada
and (ii) a term loan and revolving credit facilities (including revolving credit
loans, swing loans and letters of credit) to be made by the Banks to the
U.S. Borrowers on the terms and subject to the conditions therein set forth; and
WHEREAS, the Company has requested that the Credit Agreement be amended to
the extent hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the sufficiency of which is hereby expressly
acknowledged, the parties hereto hereby agree to amend the Credit Agreement as
follows:
1. CREDIT AGREEMENT AMENDMENTS.
1.1 AMENDMENT OF SECTION 8.12. Section 8.12 of the Credit
Agreement is hereby deleted in its entirety and the following is
substituted therefor:
"8.12 CAPITALIZATION RATIO. From and after the Closing Date
the Company shall not permit the Capitalization Ratio as of the last
day of any fiscal quarter ending during the periods specified below to
be greater
than the amounts specified below:
Period: Capitalization Ratio
------- --------------------
Closing Date through 50.0%
June 30, 1997
July 1, 1997 and thereafter 45.0%
1.2 AMENDMENT OF SECTION 8.15(d). Section 8.15(d) of the Credit
Agreement is hereby deleted in its entirety and the following is
substituted therefor:
"(d) the Company and any Subsidiary may purchase, redeem or
otherwise acquire shares of its capital stock or warrants, rights or
options to acquire any such shares."
1.3 ADDITION OF SECTION 6.22. The following Section 6.22 is hereby
inserted following Section 6.21 of the Credit Agreement and before the last
paragraph of Article VI thereof:
"6.22 ADDRESSING THE YEAR 2000 PROBLEM. The Company is developing
a program to address on a timely basis the Year 2000 Problem. In
connection with developing this program, the Company has reviewed its
operations and those of its Subsidiaries with a view to assessing whether
its or its Subsidiaries' respective businesses will, in the receipt,
transmission, processing, manipulation, storage, retrieval, retransmission
or other utilization of data, be subjected to a Year 2000 Problem. Based
on such review, the Company has identified and is implementing a correction
plan such that no Material Adverse Effect would reasonably be expected to
occur with respect to its or its Subsidiaries' businesses or operations
resulting from a Year 2000 Problem. As used herein, "Year 2000 Problem"
means any significant risk that computer hardware or software used in the
Company's or its Subsidiaries' businesses or operations will not, in the
case of dates occurring or time periods ending after December 31, 1999, in
any material respect function at least as effectively as in the case of
dates and time periods occurring prior to December 31, 1999."
1.4 GENERAL. To the extent, if any, any provision of the Credit
Agreement or any of the other Loan Documents shall conflict with the
provisions set forth in the foregoing Paragraphs 1.1, 1.2 and 1.3, 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
on the date hereof 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, if any, 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. EFFECTIVENESS, COUNTERPARTS. This Amendment shall become effective as
of the date hereof when the U.S. Agent shall have received counterparts hereof
duly executed by the Company and its Subsidiaries parties hereto, the Majority
Banks, the Co-Agents, and the Agents (or, in the case of any party as to which
an executed counterpart shall not have been received, telegraphic, telex, or
other written confirmation from such party of execution of a counterpart hereof
by such party). 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 LAWS 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.
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:
---------------------------------------
Xxxxxx X. Xxxxxxxx III
Treasurer
BJ SERVICES COMPANY, U.S.A.
By:
---------------------------------------
Xxxxxx X. Xxxxxxxx III
Treasurer
BJ SERVICES COMPANY MIDDLE EAST
By:
---------------------------------------
Xxxxxx X. Xxxxxxxx III
Treasurer
NOWSCO WELL SERVICE LTD.
By:
---------------------------------------
Xxxxxx X. Xxxxxxxx III
Treasurer
BJ SERVICE INTERNATIONAL, INC.
By:
---------------------------------------
Xxxxxx X. Xxxxxxxx III
Treasurer
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as U.S. Agent
By:
---------------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Letter of Credit Issuing
Bank, Swing Loan Bank and as a U.S. Bank
By:
---------------------------------------
Name:
Title:
BANK OF AMERICA CANADA, as a Canadian Bank
By:
---------------------------------------
Name:
Title:
BANK OF AMERICA CANADA, as Canadian Agent
By:
---------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, N.A., as Senior
Co-Agent and as a U.S. Bank
By:
---------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK OF CANADA, as a
Canadian Bank
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
ROYAL BANK OF CANADA, as Co-Agent and as a
U.S. Bank
By:
---------------------------------------
Name:
Title:
ROYAL BANK OF CANADA, as a Canadian Bank
By:
---------------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC., as Co-Agent
and as a U.S. Bank
By:
---------------------------------------
Name:
Title:
THE TORONTO-DOMINION BANK, as a Canadian Bank
By:
---------------------------------------
Name:
Title:
BANK OF MONTREAL, as Co-Agent and a U.S. Bank
By:
---------------------------------------
Name:
Title:
XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION,
as Co-Agent and as a U.S. Bank
By:
---------------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY,
as a U.S. Bank
By:
---------------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN (CANADA), as a
Canadian Bank
By:
---------------------------------------
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD. HOUSTON
AGENCY, as a U.S. Bank
By:
---------------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI (CANADA), as a
Canadian Bank
By:
---------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK, as a U.S. Bank
By:
---------------------------------------
Name:
Title:
CHRISTIANIA BANK OG KREDITKASSE, as a
U.S. Bank
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
THE BANK OF NEW YORK, as a U.S. Bank
By:
---------------------------------------
Name:
Title:
ABN-AMRO BANK, N.V. - HOUSTON AGENCY, as a
U.S. Bank, By ABN-AMRO North America, Inc.,
as Agent:
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
ABN-AMRO BANK CANADA, as a Canadian Bank
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
STANDARD CHARTERED BANK, as a U.S. Bank
By:
---------------------------------------
Name:
Title:
FIRST NATIONAL BANK OF COMMERCE, as a
U.S. Bank
By:
---------------------------------------
Name:
Title:
DEN NORSKE BANK AS, as a U.S. Bank
By:
---------------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD., as a
U.S. Bank
By:
---------------------------------------
Name:
Title:
BANCA DI ROMA, as a U.S. Bank
By:
---------------------------------------
Name:
Title:
THE ROYAL BANK OF SCOTLAND PLC, as a
U.S. Bank
By:
---------------------------------------
Name:
Title:
BANCA NAZIONALE DEL LAVORO S.P.A., as a
U.S. Bank
By:
---------------------------------------
Name:
Title:
ABU DHABI INTERNATIONAL BANK INC., as a
U.S. Bank
By:
---------------------------------------
Name:
Title:
NATIONSBANK, N.A., as a U.S. Bank
By: ______________________________________
Name:
Title:
