COMMITMENT INCREASE AND JOINDER AGREEMENT (Commitment Increase Pursuant to Section 2.14 of Credit Agreement)
Exhibit 10.1
COMMITMENT INCREASE AND JOINDER AGREEMENT
(Commitment Increase Pursuant to Section 2.14 of Credit Agreement)
(Commitment Increase Pursuant to Section 2.14 of Credit Agreement)
This COMMITMENT INCREASE AND JOINDER AGREEMENT (this “Agreement”) dated as of August 2,
2006 (the “Increase Effective Date”) is entered into by and among XXXXXXXXX-UTI ENERGY, INC., a
Delaware corporation (“Borrower”), the undersigned Guarantors, the undersigned Lenders as defined
in the Credit Agreement who are increasing their Commitments (as defined in the Credit Agreement)
(collectively, the “Increasing Lenders”), each New Lender (hereinafter defined), BANK OF AMERICA,
N.A., as administrative agent (in such capacity, the “Administrative Agent”), L/C Issuer, and
Lender. As used herein, “Existing Lenders” means the Lenders who are parties to the Credit
Agreement prior to the Increase Effective Date, and “New Lender” means each financial institution
that is named as a Lender on the signature pages hereto that is not an Existing Lender and the term
“Lenders” means, collectively, the New Lenders and the Existing Lenders.
R E C I T A L S
A. Borrower, the Increasing Lenders, other financial institutions, and Administrative Agent
are parties to that certain Credit Agreement dated as of December 17, 2004 (the “Credit
Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the
meanings attributed to them in the Credit Agreement.
B. Pursuant to Section 2.14 of the Credit Agreement, this Agreement is being executed to
evidence Borrower’s requested increase in the Aggregate Commitments from $200,000,000 to
$375,000,000.
C. Each of the undersigned Increasing Lenders has agreed to increase its Commitment in
accordance with Schedule 2.01 hereto and each of the New Lenders have agreed to make a Commitment
in accordance with Section 2.01 hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Increase in Commitments. Subject to satisfaction of the conditions precedent set forth in
Section 2 of this Agreement, effective as of the Increase Effective Date, (a) the Aggregate
Commitments shall be increased from $200,000,000 to $375,000,000; (b) the Commitment of each
undersigned Increasing Lender, as increased, and the Commitment of each New Lender shall be in the
amount set forth on Schedule 2.01 attached hereto; (c) Schedule 2.01 attached hereto shall replace
Schedule 2.01 of the Credit Agreement in its entirety and; (d) each reference in the Credit
Agreement, including the schedules and exhibits thereto and the other documents delivered in
connection therewith, to “Lenders” shall include each of the New Lenders.
2. Conditions Precedent to Effectiveness. This Agreement shall be effective as of the Increase
Effective Date, provided that (a) Administrative Agent shall have received (i) counterparts of
this Agreement, executed by Borrower, each Guarantor, each New Lender and each Increasing Lender,
(ii) the certificates and opinion of counsel required by Section 2.14(e) of the Credit Agreement,
(iii) to the extent required by any Increasing Lender or New Lender, a Note in a maximum principal
amount equal to such Lender’s Commitment, and (b) Borrower shall have paid all fees and expenses
that are required to be paid as of the Increase Effective Date.
3. Joinder of New Lenders. Each New Lender (a) confirms that it has received a copy of the
Credit Agreement, the Guaranty and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Agreement and
become a Lender party to the Credit Agreement, (b) agrees that it will, independently and without
reliance upon the Administrative Agent or any Lender and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Loan Documents, (c) appoints or authorizes the Administrative Agent to take
such action on its behalf and to exercise such powers under the Loan Documents as are delegated by
the terms thereof, together with such powers as are reasonably incidental thereto, (d) agrees that
it will perform in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender, and (e) specifies as its lending
office and address for notices the offices set forth on the administrative details form provided to
the Administrative Agent.
4. Affirmation of Guarantors. Each of the undersigned Guarantors consents to the increase in
the Aggregate Commitments and ratifies and confirms that the Guaranty continues in full force and
effect and is not released, diminished, impaired, reduced, or otherwise adversely affected, and all
of its obligations thereunder are hereby ratified and confirmed. Without limiting the foregoing,
each Guarantor affirms that all Obligations under the Credit Agreement as modified by the increase
in Aggregate Commitments herein contained are included in the Guaranteed Obligations as defined in
the Guaranty.
5. Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions;
(b) this Agreement shall be governed by, and construed in accordance with, the law of the State of
Texas applicable to agreements made and to be performed entirely within such State; and (c) this
Agreement may be executed in any number of counterparts with the same effect as if all signatories
had signed the same document, and all of those counterparts must be construed together to
constitute the same document.
6. ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS
AGREEMENT, 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.
[Signature Pages to Follow]
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
date first above written.
| XXXXXXXXX-UTI ENERGY, INC., a Delaware corporation, as Borrower |
||||||||||
| By: | /s/ Xxxx X. Xxxxxxx III | |||||||||
| Name: | Xxxx X. Xxxxxxx III | |||||||||
| Title: | Chief Financial Officer and Treasurer | |||||||||
Signature Page to Commitment Increase and Joinder Agreement
(Xxxxxxxxx-UTI Energy, Inc.)
(Xxxxxxxxx-UTI Energy, Inc.)
| GUARANTORS: | ||||||||||
| UTICO, INC. | ||||||||||
| UTICO HARD ROCK BORING, INC. | ||||||||||
| NORTON DRILLING SERVICES, INC. | ||||||||||
| NORTON DRILLING COMPANY MEXICO, INC. | ||||||||||
| INTERNATIONAL PETROLEUM SERVICE COMPANY | ||||||||||
| UTI DRILLING CANADA, INC. | ||||||||||
| XXXXXXXXX (GP) LLC | ||||||||||
| XXXXXXXXX (GP2) LLC | ||||||||||
| XXXXXXXXX-UTI AVIATION SERVICS LLC | ||||||||||
| UNIVERSAL WELL SERVICES, INC. | ||||||||||
| SUITS DRILLING COMPANY | ||||||||||
| TMBR/SHARP DRILLING, LLC | ||||||||||
| By: | /s/ Xxxx X. Xxxxxxx III | |||||||||
| Name: | Xxxx X. Xxxxxxx III | |||||||||
| Title: | Chief Financial Officer and Treasurer | |||||||||
| XXXXXXXXX (LP) LLC | ||||||||||
| By: | /s/ Xxxx X. Xxxxxxx III | |||||||||
| Name: | Xxxx X. Xxxxxxx III | |||||||||
| Title: | Chief Financial Officer and Treasurer | |||||||||
| UTI DRILLING, L.P. | ||||||||||
| UTI MANAGEMENT SERVICES, L.P. | ||||||||||
| By: | UTICO HARD ROCK BORING, INC., as sole general partner of UTI Drilling, L.P. and UTI Management Services, L.P. | |||||||||
| By: | /s/ Xxxx X. Xxxxxxx III | |||||||||
| Name: | Xxxx X. Xxxxxxx III | |||||||||
| Title: | Chief Financial Officer and Treasurer | |||||||||
Signature Page to Commitment Increase and Joinder Agreement
(Xxxxxxxxx-UTI Energy, Inc.)
(Xxxxxxxxx-UTI Energy, Inc.)
| NORTON DRILLING, L.P. | ||||||||||
| By: | Xxxxxx XX, L.L.C., its general partner | |||||||||
| By: | Norton Drilling Services, Inc., its sole member | |||||||||
| By: | /s/ Xxxx X. Xxxxxxx III | |||||||||
| Name: | Xxxx X. Xxxxxxx III | |||||||||
| Title: | Chief Financial Officer and Treasurer | |||||||||
| XXXXXX XX, L.L.C. | ||||||||||
| By: | Norton Drilling Services, Inc., its sole member | |||||||||
| By: | /s/ Xxxx X. Xxxxxxx III | |||||||||
| Name: | Xxxx X. Xxxxxxx III | |||||||||
| Title: | Chief Financial Officer and Treasurer | |||||||||
| XXXXXXXXX-UTI DRILLING COMPANY LP, LLLP | ||||||||||
| XXXXXXXXX-UTI DRILLING SERVICES LP, LLLP | ||||||||||
| LONE STAR MUD LP, LLLP | ||||||||||
| AMBAR DRILLING FLUIDS LP, LLLP | ||||||||||
| XXXXXXXXX PETROLEUM LP, LLLP | ||||||||||
| XXXXXXXXX PETROLEUM TRADING COMPANY, LP, LLLP | ||||||||||
| By: | Xxxxxxxxx (GP) LLC, general partner of each of the foregoing Guarantors | |||||||||
| By: | /s/ Xxxx X. Xxxxxxx III | |||||||||
| Name: | Xxxx X. Xxxxxxx III | |||||||||
| Title: | Chief Financial Officer and Treasurer | |||||||||
Signature Page to Commitment Increase and Joinder Agreement
(Xxxxxxxxx-UTI Energy, Inc.)
(Xxxxxxxxx-UTI Energy, Inc.)
| BANK OF AMERICA, N.A., as Administrative Agent |
||||||||||
| By: | /s/ Xxxxxx Xxx | |||||||||
| Name: | Xxxxxx Xxx | |||||||||
| Title: | Senior Vice President | |||||||||
Signature Page to Commitment Increase and Joinder Agreement
(Xxxxxxxxx-UTI Energy, Inc.)
(Xxxxxxxxx-UTI Energy, Inc.)
| BANK OF AMERICA, N.A., as a Lender |
||||||||||
| By: | /s/ Xxxxxx Xxx | |||||||||
| Name: | Xxxxxx Xxx | |||||||||
| Title: | Senior Vice President | |||||||||
Signature Page to Commitment Increase and Joinder Agreement
(Xxxxxxxxx-UTI Energy, Inc.)
(Xxxxxxxxx-UTI Energy, Inc.)
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender |
||||||||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||||||||
| Name: | Xxxxxx Xxxxxxxxx | |||||||||
| Title: | Vice President & Manager | |||||||||
Signature Page to Commitment Increase and Joinder Agreement
(Xxxxxxxxx-UTI Energy, Inc.)
(Xxxxxxxxx-UTI Energy, Inc.)
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender |
||||||||||
| By: | /s/ Xxxx X. Xxxxxxxxxxxxx | |||||||||
| Name: | Xxxx X. Xxxxxxxxxxxxx | |||||||||
| Title: | Vice President | |||||||||
Signature Page to Commitment Increase and Joinder Agreement
(Xxxxxxxxx-UTI Energy, Inc.)
(Xxxxxxxxx-UTI Energy, Inc.)
| BANCO BILBAO VIZCAYA ARGENTARIA S.A., as a Lender |
||||||||||
| By: | /s/ Xxxxxx X. Xxxxxxxx and /s/ Xxxxx X. Vizan | |||||||||
| Name: | Xxxxxx X. Xxxxxxxx | |||||||||
| Xxxxx X. Vizan | ||||||||||
| Title: | Vice President Global Corporate Banking | |||||||||
Signature Page to Commitment Increase and Joinder Agreement
(Xxxxxxxxx-UTI Energy, Inc.)
(Xxxxxxxxx-UTI Energy, Inc.)
| MIDFIRST BANK, as a Lender |
||||||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||||||
| Name: | Xxxxx X. Xxxxxx | |||||||||
| Title: | Vice President | |||||||||
Signature Page to Commitment Increase and Joinder Agreement
(Xxxxxxxxx-UTI Energy, Inc.)
(Xxxxxxxxx-UTI Energy, Inc.)
SCHEDULE 2.01
COMMITMENTS
AND APPLICABLE PERCENTAGES
| Lender | Commitment | Applicable Percentage | ||
Bank of America, N.A. |
$77,000,000.00 | 20.533333333% | ||
The Bank of Tokyo Mitsubishi UFJ, Ltd. |
$75,000,000.00 | 20.000000000% | ||
Xxxxx Fargo Bank, National Association |
$75,000,000.00 | 20.000000000% | ||
Sumitomo Mitsui Banking Corp. |
$34,000,000.00 | 9.066666667% | ||
Royal Bank of Scotland plc |
$34,000,000.00 | 9.066666667% | ||
Banco Bilbao Vizcaya Argentaria S.A. |
$25,000,000.00 | 6.666666667% | ||
MidFirst Bank |
$25,000,000.00 | 6.666666667% | ||
Amegy Bank, N.A. |
$15,000,000.00 | 4.000000000% | ||
Mizuho Corporate Bank, Ltd. |
$15,000,000.00 | 4.000000000% | ||
Total |
$375,000,000.00 | 100.000000000% | ||
Schedule 2.01
to Commitment Increase and Joinder Agreement
to Commitment Increase and Joinder Agreement
