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EXHIBIT 10.4
AMENDED AND RESTATED CONTRIBUTION AGREEMENT
THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (the
"AGREEMENT") is made effective as June 19, 1998 by and among FWA DRILLING
COMPANY, INC. ("FWA") INTERNATIONAL PETROLEUM SERVICE COMPANY ("IPSCO"), TRIAD
DRILLING COMPANY ("TRIAD"), UNIVERSAL WELL SERVICES, INC. ("UNIVERSAL"), USC,
INCORPORATED ("USC"), UTI ENERGY CORP. ("UTI"), UTICO, INC. ("UTICO"), PANTHER
DRILLING, INC., formerly known as VIERSEN & XXXXXXX DRILLING COMPANY
("PANTHER"), J.S.M. & ASSOCIATES, INC. ("JSM"), XXXXXXXX DRILLING COMPANY
("XXXXXXXX"),) and MELLON BANK, N.A. ("BANK"). FWA, Triad, Universal, USC,
Panther, JSM, Xxxxxxxx and SUITS are hereinafter sometimes collectively
referred to as the "BORROWERS" and individually as a "BORROWER." The Borrowers
and Guarantors are hereinafter sometimes collectively referred to as the
"OBLIGORS" and individually as an "OBLIGOR."
BACKGROUND
A. Pursuant to the terms of the certain Amended and Restated Loan and
Security Agreement dated April 11, 1997, as amended, by and among
Borrowers (other than SUITS) and Bank (the "PRIOR LOAN AGREEMENT"),
Bank agreed, inter alia, to extend to Borrowers a Term Loan in the
amount of Twenty-Five Million ($25,000,000.00) and a line of credit up
to a maximum outstanding principal amount of Twelve Million
($12,000,000.00).
B. Pursuant to the terms of the certain Amended and Restated Loan and
Security Agreement dated June 19, 1998, as amended by that certain
First Amendment and Modification to Amended and Restated Loan and
Security Agreement dated of even date herewith (collectively, as the
same may be amended, modified, supplemented and/or restated from time
to time (the "LOAN AGREEMENT"), Bank increased the amount of the Line
extended to Obligors.
C. Capitalized terms used herein and not otherwise defined herein shall
have such meaning as provided in the Loan Agreement.
NOW THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:
1. Each Obligor shall have the right of contribution
against any other Obligor in the event that such Obligor repays the Line in
excess of the pro-rata benefit, direct or indirect, received by such Obligor in
connection with such Line. It is the intent that after payment by Obligors of
all such contribution claims, each Obligor shall have a net liability equal to
its pro-rata benefit received.
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2. The allocation among the Obligors of their respective
liabilities with respect to the Line under this Agreement or under any other
right of contribution shall in no way limit their liability under any of the
Loan Documents.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
INTERNATIONAL PETROLEUM SERVICE COMPANY
By: /s/ P. Xxxxx Xxxxxx
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Name/Title: Vice President
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(CORPORATE SEAL)
TRIAD DRILLING COMPANY
By: /s/ P. Xxxxx Xxxxxx
-------------------------------------
Name/Title: Vice President
-----------------------------
(CORPORATE SEAL)
UNIVERSAL WELL SERVICES, INC.
By: /s/ P. Xxxxx Xxxxxx
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Name/Title: Vice President
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(CORPORATE SEAL)
USC, INCORPORATED
By: /s/ P. Xxxxx Xxxxxx
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Name/Title: Vice President
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(CORPORATE SEAL)
UTI ENERGY CORP.
By: /s/ P. Xxxxx Xxxxxx
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Name/Title: Vice President
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(CORPORATE SEAL)
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UTICO, INC.
By: /s/ P. Xxxxx Xxxxxx
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Name/Title: Vice President
-----------------------------
(CORPORATE SEAL)
FWA DRILLING COMPANY, INC.
By: /s/ P. Xxxxx Xxxxxx
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Name/Title: Vice President
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(CORPORATE SEAL)
PANTHER DRILLING, INC., formerly known
as VIERSEN & XXXXXXX DRILLING COMPANY
By: /s/ P. Xxxxx Xxxxxx
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Name/Title: Vice President
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(CORPORATE SEAL)
J.S.M. & ASSOCIATES, INC.
By: /s/ P. Xxxxx Xxxxxx
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Name/Title: Vice President
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(CORPORATE SEAL)
XXXXXXXX DRILLING COMPANY
By: /s/ P. Xxxxx Xxxxxx
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Name/Title: Vice President
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(CORPORATE SEAL)
MELLON BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Vice President
(CORPORATE SEAL)
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