EXHIBIT 10.2
[Bank of Scotland Letterhead]
18th November 1999
TERM LOAN
The Bank is pleased to offer a facility to the undernoted Borrower on the
following terms and conditions ("this Offer"):
1. MAIN FINANCIAL PROVISIONS
1.1 Name and Address of each Borrower:
Dril-Quip (Europe) Ltd (Company No. 81748) incorporated
under the Companies Acts and having its Registered Office at
00 Xxxxxx Xxxxxx, Xxxxxxxx, XX00 0XX.
Where there is more than one Borrower any reference to "the
Borrower" shall mean and include each of the above and their
obligations and liabilities under this facility shall be joint
and several.
1.2 Amount of facility: (Pounds)3,000,000
1.3 Period of facility: 120 months from the date of the drawing under
the facility.
1.4 An Arrangement Fee of (Pounds)7,000 is payable on acceptance of
this Offer and will be debited to the Servicing Account unless
otherwise agreed.
1.5 The Servicing Account is Account Number 00000000 with the Bank. The
Borrower must ensure that at all times there are sufficient funds
available in the Servicing Account to pay the amounts debited under
this Offer as soon as those amounts are debited.
1.6 Interest will be calculated by the Bank on a day-to-day basis on
the outstanding balance of the facility owing to the Bank. Interest
accruing will be debited to the Servicing Account on the last
business day of each month. The interest rate will be 1% per annum
over the Bank's Base Rate, as fluctuating from time to time.
1.7 The Bank's Base Rate at the date of this Offer is 5.5% per annum.
Changes are notified in national newspapers and all the Bank's
Branches.
1.8 The amount drawn under the facility must be repaid as follows:
Number of repayments: 120
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Amount each repayment: (Pounds)25,000.00
Repayments will be debited to the Servicing Account at intervals
of one month commencing one month after the date of the drawing
under the facility.
2. USE OF FACILITY
The facility may be used only for capital costs relative to the
development of a Base in Norway.
Where the facility is to be used for the purchase of an asset (or assets)
or property then any proceeds of sale of such asset (or assets) or
property shall be paid to the Bank in reduction or repayment of the
facility.
3. EARLY REPAYMENT OF THE FACILITY
3.1 The facility may be repaid earlier than as specified in paragraph
1.8 of this Offer provided repayment takes place on the last
business day of a calendar month and the Borrower shall give at
lest 30 days' prior notice to the Bank.
3.2 If only part of the facility is repaid early the Borrower shall
ensure that the repayments required under this Offer shall continue
to be paid until all sums due under this Offer have been paid.
3.3 Any sums repaid early may not be redrawn.
3.4 This paragraph also applies where a Borrower is required to repay
part of the facility early because an asset purchased by using the
facility has been sold.
4. FINANCIAL INFORMATION
Throughout the period the facility is available (including any extension
of the facility) the Borrower must provide the Bank with the following
financial information:
Annual financial statements for the Company and the US parent, within four
months after the end of the financial year to which they relate;
5. EVENTS OF DEFAULT
5.1 The Bank may declare that an event of default has occurred upon or
at any time after the happening of any of the following events:
(a) if the Borrower fails to pay any sum on the due date for
payment under this Offer or any other sum due and payable to
the Bank;
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(b) if a petition is presented or an order is made or resolution is
passed for the bankruptcy, sequestration, winding-up or
administration of the Borrower or (in Scotland) the appointment
of a judicial factor to the Borrower;
(c) if any diligence, distress, execution, sequestration or other
legal process is levied or enforced or sued out against any of
the assets of the Borrower;
(d) if any person takes possession of, or a receiver is appointed
over, the whole or any part of the assets of the Borrower;
(e) if the Borrower ceases or suspends payment of sums due or is
unable to pay debts as they fall due or is deemed unable to pay
sums due or is deemed apparently insolvent under insolvency
legislation;
(f) if any of the events specified in clauses (a) to (e) inclusive
above happen in regard to a Guarantor of the Borrower; or
(g) if the Borrower is a limited company and control of the
Borrower passes to any person without the Bank's prior consent
which, consent will not be withheld unreasonably.
5.2 If the Bank declares that an event of default has occurred the Bank
may at (or at any time after) the time of making the declaration:
(a) cancel the facility; and/or
(b) demand immediate payment of the sums outstanding (in which case
the sums outstanding shall become immediately due and payable
by the Borrower) or declare that the sums outstanding shall
become due and payable on demand; and/or
(c) elect that interest at the default rate (being 2% over the rate
specified in this Offer) will apply in which case interest
under the facility will become payable at that rate before or
after any court decree or judgment; and/or
(d) change an administration fee to compensate it for the
additional time spent in administering the facility.
6. GENERAL ADMINISTRATIVE PROVISIONS
6.1 The Bank can withdraw this Offer at any time prior to acceptance.
However, unless it is withdrawn, this Offer is open for acceptance
which must reach the Bank within one calendar month of the date of
this offer. If this Offer, duly signed, is not received by the Bank
within that period then, unless the Bank agrees otherwise, this
Offer shall lapse.
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6.2 If the term loan remains undrawn three months from the date of this
Offer (or such longer period as the Bank may agree) then it shall
automatically cease to be available.
6.3 A statement of the sums outstanding at any time and/or charges due
to the Bank at any time, duly certified by a Bank authorised
official, shall (except where the Bank has made an obvious error)
be final and conclusive.
6.4 No delay by the Bank in exercising any right, power or privilege
under this Offer shall prevent the Bank from exercising it at a
later date and the Bank can exercise any of the powers conferred on
more than one occasion.
6.5 Unless the Bank otherwise agrees in this Offer, this Offer will be
governed by the law of the country in which the branch of the Bank
specified in this Offer is situated and the courts of that country
will have jurisdiction in relation to any matter relating to this
Offer.
6.6 Any notice from the Bank shall be effectively given if sent by post
to the Registered Office/place of business/residence of the
addressee last known to the Bank. Any notice shall be deemed to
have been given and received forty eight hours after being sent by
first class post.
6.7 The Borrower shall reimburse the Bank for all legal fees and
expenses relating to this Offer and any security that may be
required.
7. ADDITIONAL CONDITIONS
None
8. SECURITY
* The following security ALREADY HELD by the Bank shall be available as
security for the amounts owing to the Bank under this Offer (as well
as for any other amounts covered by that security):
Standard Security over 4.6 acre site, Stoneywood Park, Dyce, Aberdeen
Standard Security over office, workshop and yard on a 5.5 acre site
at Stoneywood Park, Dyce, Aberdeen
Any security WHICH MAY SUBSEQUENTLY BE HELD by the Bank shall be
available to secure the amounts owing to the Bank under this Offer
and all other sums due to the Bank, to the full extent that the terms
of such security permit.
A charge of (Pounds)nil will be made to cover the Bank's security
administration costs and will be debited on acceptance of this Offer.
This is in addition to any costs and expenses charged by any firm of
solicitors employed by the Bank to complete the documentation and
procedures for the above security requirements which will be paid by
the Borrower.
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9. EMU COMPLIANCE
If the introduction of, changeover to or operation of a single or unified
European currency results in:
(1) the currency in which the facility is provided changing or being
replaced or the Bank (in its reasonable opinion) requiring to amend
either this facility letter or the security held by the Bank due to
changes in price sources for any European Union member state national
currency or the ECU or market conventions relating to the calculation
of interest; and/or
(2) the Bank incurring an additional or increased cost in relation to its
providing the facility;
then the Borrower agrees that in the case of (1) above, it will permit the
facility letter and/or the security held by the Bank to be amended to the
extent necessary (in the Bank's reasonable opinion) to reflect those
changed circumstances and in the case of (2) above, to indemnify the Bank
in respect of that additional or increased cost.
10. TIME LIMIT FOR ACCEPTANCE OF OFFER
To accept this Offer, each Borrower named in paragraph 1.1. should please
sign below where indicated, and the completed Offer should be returned to
the Bank at the above address within one calendar month from the date of
this Offer. A duplicate of this Offer is enclosed for the Borrower to
keep.
/s/ Date of Offer: 18th November 1999
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For and on behalf of the Bank
We accept the above Offer.
AS WITH ANY LEGALLY BINDING AGREEMENT WE RECOMMEND THAT YOU CONSULT YOUR
SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT PROFESSIONAL ADVISER BEFORE ACCEPTING
THIS OFFER.
Signed for and on behalf of Dril-Quip (Europe) Ltd:
/s/ X. Xxxx Xxxxxx Director
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/s/ Xxxx X. Xxxxx Director/Secretary
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23-Nov-99 Date
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