FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT 10.3
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered
into as of August 8, 2006, among XXXXX-XXXXXXXX ENERGY INC., a Delaware corporation, as borrower
(the “Borrower”), the undersigned Guarantors (collectively, the “Guarantors”), ROYAL BANK OF
CANADA, as Administrative Agent for the Lenders parties to the hereinafter defined Credit Agreement
(in such capacity, the “Administrative Agent”) and the undersigned Lenders.
Reference is made to the Amended and Restated Credit Agreement dated as of January 18, 2006
among Borrower, the Administrative Agent and the Lenders parties thereto (as amended, the “Credit
Agreement”). Unless otherwise defined in this Amendment, capitalized terms used herein shall have
the meaning set forth in the Credit Agreement; all section and schedule references herein are to
sections and schedules in the Credit Agreement; and all paragraph references herein are to
paragraphs in this Amendment.
RECITALS
A. Subsequent to the execution of the Credit Agreement and pursuant to a Certificate of Merger
dated February 3, 2006 and filed with the Louisiana Secretary of State on February 8, 2006, a
Wholly-Owned Subsidiary of the Borrower, Delta Rental Service, Inc., a Louisiana corporation, which
executed a Guaranty and Security Agreement securing the Obligations, was merged with and into
another Wholly-Owned Subsidiary of the Borrower, Specialty Rental Tools, Inc., a Louisiana
corporation (“Specialty Rental Tools”), which executed a Guaranty and Security Agreement securing
the Obligations.
B. Subsequent to the execution of the Credit Agreement and pursuant to a Certificate of Merger
dated February 3, 2006 and filed with the Texas Secretary of State on February 8, 2006, Specialty
Rental Tools was merged with and into another Wholly-Owned Subsidiary of the Borrower, Safco-Oil
Field Products, Inc., a Texas corporation (“Safco”), which executed a Guaranty and Security
Agreement securing the Obligations. Pursuant to Amended and Restated Articles of Incorporation of
Safco dated February 3, 2006 and filed with the Texas Secretary of State on February 9, 2006, Safco
changed its name to Xxxxx-Xxxxxxxx Rental Tools, Inc.
C. Subsequent to the execution of the Credit Agreement and pursuant to Articles of Merger
dated February, 2006 and filed with the Texas Secretary of State on February 15, 2006, a
Wholly-Owned Subsidiary of the Borrower, Downhole Injection Systems, LLC, a Texas limited liability
company, which executed a Guaranty and Security Agreement securing the Obligations, was merged with
and into another Wholly-Owned Subsidiary of the Borrower, Capcoil Tubing Services, Inc., a Texas
corporation (“Capcoil”), which executed a Guaranty and Security Agreement securing the Obligations.
Pursuant to Amended and Restated Articles of Incorporation of Capcoil dated February, 2006 and
filed with the Texas Secretary of State on February 15, 2006, Capcoil changed its name to
Xxxxx-Xxxxxxxx Production Services, Inc.
D. Subsequent to the execution of the Credit Agreement, the Borrower acquired 100% of the
common stock of Xxxxxx Oil Tool Services, Inc., a Louisiana corporation (“ROTS”). The Lenders have
consented to such acquisition and to the Borrower’s issuance of common stock and the giving of a
promissory note in partial payment of the purchase price of ROTS and to Borrower’s entering into a
non-
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competition agreement and lease of certain real property in connection therewith pursuant to a
Consent and Waiver from the Lenders dated March 27, 2006.
E. Subsequent to the date of the Credit Agreement, the Borrower has formed two wholly owned
limited liability company subsidiaries, Allis-Xxxxxxxx XX, LLC, a Delaware limited liability
company (“AC GP”), and Xxxxx-Xxxxxxxx LP, LLC, a Delaware limited liability company (“AC LP”). The
Borrower has also formed Xxxxx-Xxxxxxxx Management LP, a Texas limited partnership (“AC
Management”). AC GP is the sole general partner of AC Management. AC LP is the sole limited
partner of AC Management.
F. The Borrower has requested certain amendments to the Credit Agreement in connection with
Borrower’s acquisition of 100% of the capital stock of DLS Drilling Logistics and Services Corp., a
British Virgin Islands corporation (“DLS”), and certain equity and debt issuances by the Borrower
to finance Borrower’s purchase of DLS.
G. All of the Lenders and Borrower have agreed to amend the Credit Agreement as hereinafter
set forth.
Accordingly, for adequate and sufficient consideration, the parties hereto agree, as follows:
Paragraph 1. Amendments. Effective as of the Amendment Date, the Credit Agreement is
amended as follows:
1.1 Definitions. Section 1.01 of the Credit Agreement is amended as follows:
(a) Each of the following definitions is amended in its entirety to read as follows:
“‘Agreement’ means this Credit Agreement as amended by the First Amendment.”
“‘Consolidated Senior Debt’ means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, without duplication, the sum
of (a) the Outstanding Amount of all Revolving Loans and L/C Obligations, (b) all
secured Indebtedness owing by Borrower or any Loan Party permitted under Section
7.04, and (c) the Outstanding Amount of all obligations owed to Lenders under Lender
Hedging Agreements.”
“‘Letter of Credit Sublimit’ means an amount equal to the lesser of (i) the
Aggregate Revolving Commitment and (ii) $15,000,000; provided that the $15,000,000
amount shall be reduced dollar for dollar (but not below $5,000,000) to the extent
(a) Letters of Credit are no longer necessary to secure the Indebtedness described
in clauses (1) and (2) of Section 6.12(iv), or (b) replacement letters of credit
have been issued in Argentina by a local letter of credit issuer or (c) such
Indebtedness has been refinanced locally in Argentina.”
“‘Senior Unsecured Notes’ means the senior notes due 2014 of the Borrower
issued pursuant to that certain Indenture among the Borrower, its Subsidiaries party
thereto and Xxxxx Fargo Bank, N.A., as trustee, dated January 18, 2006 consisting of
(i) those senior notes in the original principal amount of $160,000,000 issued on
January 18, 2006 and (ii) those additional senior notes in an original principal
amount no greater than $95,000,000 issued to partially finance the DLS Acquisition.”
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“‘Triggering Sale’ means receipt of any Insurance Payment and any Disposition
(including sales of stock or other equity interests of Subsidiaries) (other than a
Disposition permitted by Section 7.07(a), (b) or (c)) by any Loan Party to any other
Person (other than to the Borrower or to a Wholly-Owned Domestic Subsidiary of the
Borrower) with respect to which the Net Cash Proceeds realized by any Loan Party for
such Disposition and from any Insurance Payments, when aggregated with the Net Cash
Proceeds from all such other Dispositions by the Loan Parties occurring since the
First Amendment Closing Date and all Insurance Payments received by the Loan Parties
since the First Amendment Closing Date, equals or exceeds the Threshold Amount. The
portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called
the “Reduction Amount.”
(b) The following definitions are inserted alphabetically into Section 1.01 of the Credit
Agreement:
“‘Amendment Date’ means the date the First Amendment by its terms becomes effective
among the parties thereto.”
“‘Argentina CapEx’ means Capital Expenditures by DLS or any of its Subsidiaries
for the purchase of equipment or fixed or capital assets intended for use in, or
actually used in, Argentina or Bolivia.”
“‘DLS’ means DLS Drilling Logistics and Services Corp., a British Virgin
Islands corporation.”
“‘DLS Acquisition’ means the acquisition by the Borrower of 100% of the capital
stock of DLS pursuant to that certain Stock Purchase Agreement among Bridas
International Holdings Ltd., a British Virgin Islands international business
company, Bridas Central Company, Ltd., a British Virgin Islands international
business company, Associated Petroleum Investors Limited, a British Virgin Islands
international business company, as sellers, and Borrower, as buyer.”
“‘First Amendment” means that certain First Amendment to Amended and Restated
Credit Agreement dated as of August 8, 2006, among the Borrower, the Guarantors,
Royal Bank of Canada, as Administrative Agent and Collateral Agent, and the
Lenders.”
1.2 Section 2.04. Section 2.04 of the Credit Agreement is amended as follows:
(a) Section 2.04(b)(iii) of the Credit Agreement is amended in its entirety to read as
follows:
“(iii) Debt Issuances. Immediately upon the receipt by Borrower or any
Loan Party of the Net Cash Proceeds of any Debt Issuance (excluding Borrower’s
receipt of Net Cash Proceeds from the issuance of the Senior Unsecured Notes), the
Borrower shall prepay the Revolving Loans and/or Cash Collateralize the L/C
Obligations as hereafter provided in an aggregate amount equal to 100% of such Net
Cash Proceeds (such prepayment to be applied as set forth in clause (v) below).”
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(b) Section 2.04(b)(iv) of the Credit Agreement is amended in its entirety to read as
follows:
“(iv) Equity Issuances. Immediately upon the receipt by the Borrower
of the Net Cash Proceeds of any Equity Issuance, the proceeds of which are not used
to finance either a Permitted Acquisition or the DLS Acquisition, the Borrower shall
prepay the Revolving Loans and/or Cash Collateralize the L/C Obligations in an
aggregate amount equal to 100% of such Net Cash Proceeds (such prepayment to be
applied as set forth in clause (v) below). Net Cash Proceeds of any Equity
Issuance, the proceeds of which are used to finance either a Permitted Acquisition
or the DLS Acquisition, shall not be required to be used to prepay the Revolving
Loans and/or Cash Collateralize the L/C Obligations. Whether Net Cash Proceeds of
any Equity Issuance are used for a Permitted Acquisition, the DLS Acquisition or
another type of acquisition, if such acquisition would be subject to Section 6.15,
the Borrower shall comply with the requirements of Section 6.15.”
1.3 Section 6.12. Section 6.12 of the Credit Agreement is amended in its entirety to
read as follows:
“6.12 Use of Proceeds. Use proceeds of the Revolver Facility to (i) refinance
the Indebtedness outstanding under the Original Credit Agreement, (ii) refinance
certain other Indebtedness of Borrower and/or its Subsidiaries outstanding on the
First Amendment Closing Date, (iii) finance working capital requirements and other
general corporate purposes of the Borrower and its Domestic Subsidiaries, including
Permitted Acquisitions, (iv) issue Letters of Credit including (1) a Letter of
Credit of up to $9,100,000 to secure Indebtedness of DLS owing to US Bank National
Association and (2) a Letter of Credit of up to $2,269,864 to secure a customs duty
guarantee issued by Banco Bisa, (v) pay transaction fees and expenses, and (vi) make
loans to DLS and/or have Letters of Credit issued for DLS or DLS’ Subsidiaries in an
aggregate amount at any one time not to exceed $5,000,000 to fund local operations
or Argentina CapEx.”
1.4 Section 7.01. Section 7.01 of the Credit Agreement is amended by deleting the
word “and” at the end of clause (k), substituting for the period at the end of clause (l) a
semicolon and inserting the following new subsections (m), (n), (o) and (p) to read as follows:
“(m) Liens securing Indebtedness of DLS to Borrower of up to $19,100,000 to
refinance Indebtedness owing by DLS to Xxxxxx Global permitted under Section
7.04(h);
(n) Liens securing unlimited intercompany Indebtedness between DLS and DLS’
Subsidiaries, including both “due to” and “due from” intercompany loans and
receivables between DLS and DLS’ Subsidiaries permitted under Section 7.04(i);
(o) Liens securing Indebtedness of up to $9,100,000 owing by DLS’ Argentina
Branch to US Bank National Association and Indebtedness of up to $9,100,000 owing by
DLS and/or DLS’ Subsidiaries owing to local lenders in Argentina incurred to
refinance the $9,100,000 Indebtedness owing by DLS’ Argentina Branch to US Bank
National Association permitted under Section 7.04(j); and
(p) Liens on assets of DLS and DLS’ Subsidiaries securing Indebtedness of up to
$10,000,000 owing by DLS and/or DLS’ Subsidiaries to local lenders in Argentina
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incurred to fund local operations and/or Argentina CapEx permitted under
Section 7.04(l).”
1.5 Section 7.02. Section 7.02 of the Credit Agreement is amended as follows:
(a) Section 7.02(e) of the Credit Agreement is amended in its entirety to read as follows:
“(e) Investments consisting of extensions of credit in the nature of accounts
receivable or notes receivable arising from the grant of trade credit in the
ordinary course of business to Persons other than Affiliates of the Borrower, and
Investments received in satisfaction or partial satisfaction thereof from
financially troubled account debtors to the extent reasonably necessary in order to
prevent or limit loss;”
(b) Section 7.02(g) of the Credit Agreement is amended in its entirety to read as follows:
“(g) Investments consisting of (i) the acquisition of 100% of the capital stock
of Specialty Rental Tools, Inc., (ii) the acquisition of 100% of the capital stock
of Xxxxxx Oil Tool Services, Inc., (iii) the acquisition of 100% of the capital
stock of DLS and (iv) other Investments made by issuance of Borrower’s Equity
Interest; provided any Investment described in clause (iv) has been approved in
writing by the Administrative Agent;
(c) Section 7.02 of the Credit Agreement is amended by substituting for the period at the end
of clause (h) a semicolon and inserting the following new subsections (i), (j), (k), (l) and (m) to
read as follows:;
“(i) Investments consisting of Borrower’s lending up to $19,100,000 to DLS to
refinance existing Indebtedness owing by DLS to Xxxxxx Global;
(j) Investments consisting of unlimited intercompany Indebtedness between DLS
and DLS’ Subsidiaries, including both “due to” and “due from” intercompany loans and
receivables between DLS and DLS’ Subsidiaries;
(k) Investments consisting of Borrower’s and Guarantors’ being liable for up to
$9,100,000 in connection with a Letter of Credit to be issued by the L/C Issuer
under this Agreement to secure Indebtedness of up to $9,100,000 owing by DLS’
Argentina Branch to US Bank National Association, such Letter of Credit to be
substituted for and replace an existing letter of credit issued by JPMorgan Chase
Bank;
(l) Investments consisting of Borrower’s and Guarantors’ being liable in
connection with a Letter of Credit to be issued by the L/C Issuer under this
Agreement to secure a customs duty guarantee issued by Banco Bisa for the benefit of
DLS’ Argentina Branch; and
(m) other Investments by Borrower (including monies funded under this Agreement
and lent to DLS and DLS’ Subsidiaries and Letters of Credit issued under this
Agreement to secure obligations of DLS and DLS’ Subsidiaries) in DLS and/or DLS’
Subsidiaries in an aggregate amount at any one time not to exceed $5,000,000 (such
$5,000,000 limit to be applicable to all Investments described in this clause (m),
whether or not funded or issued under this Agreement).”
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1.6 Section 7.04. Section 7.04 of the Credit Agreement is amended by deleting the
word “and” at the end of clause (f), substituting for the period at the end of clause (g) a
semicolon and inserting the following new subsections (h), (i), (j), (k), (l), (m) and (n) and the
proviso at the end to read as follows:
“(h) Indebtedness of Borrower to Xxxxxx X. Xxxxxx of $750,000 to partially
finance the acquisition of Xxxxxx Oil Tool Services, Inc.;
(i) Indebtedness of $150,000 for non-competition payments payable $50,000 per
year for three years beginning on the date Xxxxxx X. Xxxxxx’ employment with the
Borrower terminates;
(j) Indebtedness of DLS to Borrower of up to $19,100,000 to refinance
Indebtedness owing by DLS to Xxxxxx Global;
(k) unlimited intercompany Indebtedness between DLS and DLS’ Subsidiaries,
including both “due to” and “due from” intercompany loans and receivables between
DLS and DLS’ Subsidiaries;
(l) Indebtedness of up to $9,100,000 owing by DLS’ Argentina Branch to US Bank
National Association and Indebtedness of up to $9,100,000 owing by DLS and/or DLS’
Subsidiaries owing to local lenders in Argentina incurred to refinance the
$9,100,000 Indebtedness owing by DLS’ Argentina Branch to US Bank National
Association;
(m) Indebtedness of up to $2,269,864 owing by DLS in connection with an
Argentina customs duty guarantee issued by Banco Bisa for the benefit of DLS’
Argentina Branch; and
(n) Indebtedness of up to $10,000,000 owing by DLS and/or DLS’ Subsidiaries
owing to local lenders in Argentina incurred to fund local operations and/or
Argentina CapEx; provided, such Indebtedness may not be guaranteed by Borrower or
any of its Subsidiaries (other than DLS and DLS’ Subsidiaries) or secured by any
assets of Borrower or any of its Subsidiaries (other than DLS and DLS’ Subsidiaries)
but such Indebtedness may be secured by Liens on assets of DLS and DLS’
Subsidiaries;
provided, that if any Indebtedness is incurred pursuant to this Section 7.04,
both before and after such Indebtedness is created, incurred or assumed, no Default
or Event of Default shall exist.”
1.7 Section 7.05. Section 7.05 of the Credit Agreement is amended by deleting the
figure “$500,000” and substituting therefor the figure “$5,000,000.”
1.8 Section 7.14. Section 7.14 of the Credit Agreement is amended in its entirety to
read as follows:
“Section 7.14 Capital Expenditures. Make or incur capital expenditures of the
type and for the relevant Fiscal Year exceeding in the aggregate the amounts set
forth below:
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| Borrower Capital | ||||||||||||
| Expenditure (excluding | ||||||||||||
| Argentina CapEx but | ||||||||||||
| including Mexico | ||||||||||||
| Fiscal Year | CapEx) | Mexican CapEx | Argentina CapEx | |||||||||
2006 |
$ | 22,000,000 | $ | 6,000,000 | $ | 7,000,000 | ||||||
2007 |
$ | 15,000,000 | $ | 3,000,000 | $ | 18,000,000 | ||||||
2008 |
$ | 15,000,000 | $ | 3,000,000 | $ | 10,000,000 | ||||||
2009 |
$ | 15,000,000 | $ | 3,000,000 | $ | 10,000,000 | ||||||
2010 |
$ | 15,000,000 | $ | 3,000,000 | $ | 10,000,000 | ||||||
Paragraph 2. Effective Date. This Amendment shall not become effective until the date
(such date, the “Amendment Date”) the Administrative Agent receives all of the agreements,
documents, certificates, instruments, and other items described below:
(a) this Amendment, executed by the Borrower, the Guarantors, and each other Lender;
(b) a Second Amendment to Pledge and Security Agreement executed by Borrower;
(c) a First Amendment to Pledge and Security Agreement executed by Xxxxx-Xxxxxxxx Production
Services, Inc., f/k/a Capcoil Tubing Services, Inc., successor by merger to Downhole Injection
Systems, LLC;
(d) a First Amendment to Pledge and Security Agreement executed by Xxxxx-Xxxxxxxx Rental
Tools, Inc., f/k/a Safco-Oil Field Products, Inc., successor by merger to Specialty Rental Tools,
Inc. and Delta Rental Service, Inc.;
(e) Pledge and Security Agreement executed by Allis-Xxxxxxxx XX, LLC;
(f) Pledge and Security Agreement executed by Xxxxx-Xxxxxxxx LP, LLC;
(g) Pledge and Security Agreement executed by Xxxxx-Xxxxxxxx Management, LP;
(h) Pledge and Security Agreement executed by Xxxxxx Oil Tool Services, Inc.;
(i) Patent Security Agreement executed by Borrower;
(j) Guaranty executed by Xxxxxx Oil Tool Services, Inc.;
(k) stock certificate evidencing 100% of the common stock of Xxxxx-Xxxxxxxx Production
Services, Inc.;
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(l) stock certificate evidencing 100% of the common stock of Xxxxx-Xxxxxxxx Rental Tools,
Inc.;
(m) stock certificate evidencing 100% of the common stock of Xxxxx-Xxxxxxxx Tubular Services,
Inc.;
(n) stock certificate evidencing 100% of the common stock of Xxxxxx Oil Tool Services, Inc.;
(o) stock certificate evidencing 65% of the common stock of DLS Drilling Logistics and
Services Corp.;
(p) from the Borrower, ACPS, ACRT, ACTS, AC GP, AC LP, AC Management and ROTS, such
certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the
Administrative Agent may require, certifying (i) resolutions of its board of directors, managers or
members (or their equivalent) authorizing the execution and performance of this Amendment and the
other Loan Documents which such Person is executing in connection herewith, (ii) the incumbency and
signature of the officer executing such documents, and (iii) no change in such Person’s
organizational documents since January 18, 2006 or attaching copies of any changes since that date;
(q) satisfactory evidence that a $25,000 amendment fee has been paid to the Administrative
Agent for the pro rata benefit of each Lender;
(r) fees and expenses required to be paid pursuant to Paragraph 5 of this Amendment, to the
extent invoiced prior to the Amendment Date;
(s) such other assurances, certificates, documents and consents as the Administrative Agent
may require.
The continued effectiveness of this Amendment is also subject to the condition subsequent that
by 5:00 p.m. New York time on August 16, 2006 the DLS Acquisition shall have closed and the Debt
Issuance and Equity Issuance related thereto shall have been consummated.
Paragraph 3. Acknowledgment and Ratification. As a material inducement to the
Administrative Agent and the Lenders to execute and deliver this Amendment, each of the Borrower
and the Guarantors (i) consents to the agreements in this Amendment, (ii) agrees and acknowledges
that the execution, delivery, and performance of this Amendment shall in no way release, diminish,
impair, reduce, or otherwise affect the respective obligations of the Borrower or any Guarantor
under the Loan Documents to which it is a party, which Loan Documents shall remain in full force
and effect, and all rights thereunder are hereby ratified and confirmed.
Paragraph 4. Representations. As a material inducement to the Administrative Agent and
the Lenders to execute and deliver this Amendment, each of the Borrower and the Guarantors
represents and warrants to the Administrative Agent and the Lenders that as of the Amendment Date
and as of the date of execution of this Amendment, (a) all representations and warranties in the
Loan Documents are true and correct in all material respects as though made on the date hereof,
except to the extent that any of them speak to a different specific date, and (b) no Default or
Event of Default exists.
Paragraph 5. Expenses, Funding Losses. The Borrower shall pay on demand all
reasonable costs, fees, and expenses paid or incurred by the Administrative Agent incident to this
Amendment, including, without limitation, Attorney Costs in connection with the negotiation,
preparation, delivery,
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and execution of this Amendment and any related documents, filing and recording costs, and the
costs of title insurance endorsements, if any.
Paragraph 6. Miscellaneous. This Amendment is a “Loan Document” referred to in the
Credit Agreement. The provisions relating to Loan Documents in Article X of the Credit Agreement
are incorporated in this Amendment by reference. Unless stated otherwise (a) the singular number
includes the plural and vice versa and words of any gender include each other gender, in each case,
as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this
Amendment must be construed, and its performance enforced, under Texas law and applicable federal
law, (d) if any part of this Amendment is for any reason found to be unenforceable, all other
portions of it nevertheless remain enforceable, and (e) this Amendment 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.
Paragraph 7. Entire Agreement. This amendment represents the final agreement
between the parties about the subject matter of this amendment 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.
Paragraph 8. Parties. This Amendment binds and inures to the benefit of the Borrower,
the Guarantors, the Administrative Agent, the other Lenders, and their respective successors and
assigns.
Paragraph 9. Further Assurances. The parties hereto each agree to execute from time to
time such further documents as may be necessary to implement the terms of this Agreement.
The parties hereto have executed this Amendment in multiple counterparts to be effective as of
the Effective Date.
Remainder of Page Intentionally Blank
Signature Pages to Follow.
Signature Pages to Follow.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
date first above written.
| BORROWER: XXXXX-XXXXXXXX ENERGY INC., a Delaware corporation, as Borrower |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Xxxxxx X. Xxxxx | ||||
| Chief Financial Officer | ||||
Signature Page 1
First Amendment to Xxxxx-Xxxxxxxx
Energy Amended and Restated Credit Agreement
GUARANTORS:
| AirComp L.L.C. |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Xxxxxx X. Xxxxx | ||||
| Chief Financial Officer | ||||
| Xxxxx-Xxxxxxxx Tubular Services, Inc., f/k/a Jens’ Oil Field Service, Inc. |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Xxxxxx X. Xxxxx | ||||
| Chief Financial Officer | ||||
| Strata Directional Technology, Inc. |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Xxxxxx X. Xxxxx | ||||
| Chief Financial Officer | ||||
| Mountain Compressed Air, Inc. |
||||
| By: | /s/ Xxxxxxxx X. Pound, III | |||
| Xxxxxxxx X. Pound, III | ||||
| Vice President and Secretary | ||||
| Xxxxx-Xxxxxxxx Rental Tools, Inc., f/k/a Safco-Oil Field Products, Inc., successor by merger to Specialty Rental Tools, Inc, and Delta Rental Service, Inc. |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Xxxxxx X. Xxxxx | ||||
| Chief Financial Officer | ||||
| Xxxxx-Xxxxxxxx Production Services, Inc., f/k/a Capcoil Tubing Services, Inc., successor by merger to Downhole Injection Systems, LLC |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Xxxxxx X. Xxxxx | ||||
| Chief Financial Officer | ||||
| Target Energy Inc. |
||||
| By: | /s/ Xxxxxxxx X. Pound, III | |||
| Xxxxxxxx X. Pound, III | ||||
| Vice President and Secretary | ||||
| OilQuip Rentals Inc. |
||||
| By: | /s/ Xxxxxxxx X. Pound, III | |||
| Xxxxxxxx X. Pound, III | ||||
| Vice President and Secretary | ||||
Signature Page 2
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Energy Amended and Restated Credit Agreement
| ADMINISTRATIVE AGENT ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent |
||||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | Manager, Agency | |||
| L/C ISSUER AND LENDER: ROYAL BANK OF CANADA, as a Lender and L/C Issuer |
||||
| By: | /s/ Xxxxx X. York | |||
| Name: | Xxxxx X. York | |||
| Title: | Authorized Signatory | |||
Signature Page 3
First Amendment to Xxxxx-Xxxxxxxx
Energy Amended and Restated Credit Agreement
| LENDER: CATERPILLAR FINANCIAL SERVICES CORPORATION, as Lender |
||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Business Underwriter | |||
Signature Page 4
First Amendment to Xxxxx-Xxxxxxxx
Energy Amended and Restated Credit Agreement
| LENDER: COMMERCEBANK, as a Lender |
||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| By: | /s/ Xxxxx Xxxxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxxx Ramesh | |||
| Title: | Vice President — U.S. Oil & Gas Banking | |||
Signature Page 5
First Amendment to Xxxxx-Xxxxxxxx
Energy Amended and Restated Credit Agreement
SCHEDULE 5.05
EXISTING INDEBTEDNESS
($ in 000’s)
as of the Amendment Date
($ in 000’s)
as of the Amendment Date
9.0% Senior Notes—original |
160,000 | |||
Additional Senior Notes |
80,000 | |||
Other Indebtedness: |
||||
Capcoil Non-Compete |
220 | |||
Jens’ Non-Compete |
103 | |||
Mountain Air Seller Note |
150 | |||
N/P to former A-C Directors |
33 | |||
Safco Non-Compete |
100 | |||
Caterpillar Financial Notes |
2,820 | |||
Xxxxxx’ Seller’s Note |
750 | |||
Xxxxxx’ Non-Compete |
000 | |||
XXX Xxxxxxxxx Branch/US Bank Debt |
9,100 | |||
DLS/Banco Bisa |
2,200 | |||
Insurance Financed |
1,398 | |||
TOTAL |
257,024 |
Supplemental Schedule 5.05
First Amendment to Xxxxx-Xxxxxxxx
Energy Amended and Restated Credit Agreement
SCHEDULE 5.13
SUBSIDIARIES
AND OTHER EQUITY INVESTMENTS
AND OTHER EQUITY INVESTMENTS
(a) Subsidiaries as of the Amendment Date:
| Name | Jurisdiction of Organization | Ownership | ||
OilQuip Rentals, Inc.
|
Delaware | 100% owned by the Borrower | ||
Xxxxx-Xxxxxxxx Production Services, Inc.
f/k/a Capcoil Tubing Services, Inc. and
successor by merger to Downhole Injection
Systems, LLC
|
Texas | 100% owned by the Borrower | ||
Xxxxx-Xxxxxxxx Rental Tools, Inc. f/k/a Safco-Oil Field Products, Inc. successor by merger to Specialty Rental Tools, Inc., itself successor by merger With Delta Rental Service, Inc. |
Texas | 100% owned by the Borrower | ||
Xxxxx-Xxxxxxxx Tubular Services, Inc.
|
Texas | 100% owned by the Borrower | ||
Strata Directional Technology, Inc.
|
Texas | 100% owned by the Borrower | ||
AirComp, LLC
|
Delaware | 100% owned by the Mountain Compressed Air, Inc. | ||
Mountain Compressed Air, Inc.
|
Texas | 100% owned by OilQuip Rentals, Inc. | ||
Target Energy, Inc.
|
Delaware | 100% owned by the Borrower | ||
Xxxxxx Oil Tool Services, Inc.
|
Louisiana | 100% owned by the Borrower | ||
DLS Drilling Logistics and Services, Corp.
|
British Virgin Islands | 100% owned by the Borrower | ||
Allis-Xxxxxxxx XX, LLC
|
Delaware | 100% owned by the Borrower | ||
Xxxxx-Xxxxxxxx LP, LLC
|
Delaware | 100% owned by the Borrower |
Supplemental Schedule 5.13
First Amendment to Xxxxx-Xxxxxxxx
Energy Amended and Restated Credit Agreement
Xxxxx-Xxxxxxxx Management LP
|
Texas | 100% general partner interest owned by AC GP and 100% limited partner interest owned by AC LP |
(b) Other Equity Investments as of the Amendment Date:
(c) Other Investments as of the Amendment Date:
Supplemental Schedule 5.13
First Amendment to Xxxxx-Xxxxxxxx
Energy Amended and Restated Credit Agreement
SCHEDULE 5.22
LEASED LOCATIONS
as of Amendment Date
as of Amendment Date
Borrower
1. Leased office space in Houston, Texas
AirComp
1. Leased site in Grand Junction, Colorado
2. Leased site in Farmington, New Mexico
3. Leased site in Fort Stockton, Texas
4. Leased site in San Angelo, Texas
5. Leased site in Carlsbad, New Mexico
6. Leased site in Denver, Colorado
7. Leased site in Houston, Texas
8. Leased site in Wilburton, Oklahoma
9. Leased site in Granbury, Texas
10. Leased site in Sonora, Texas
AC Tubular
1. Leased site in Buffalo, Texas
2. Leased site in Pearsall, Texas
3. Leased site in Edinburg, Texas
4. Leased site in Xxxxxxxxx, Xxxxxxxxx
0. Leased site in Houma, Louisiana
6. Leased site in Corpus Christi, Texas
7. Leased site in Kilgore, Texas
Strata
1. Leased site in Houston, Texas
2. Leased site in Corpus Christi, Texas
3. Leased site in Xxxxxxxxx, Xxxxxxxxx
0. Leased site in Oklahoma City, Oklahoma
AC Rental Tools
1. Leased site in Houston, Texas
2. Leased site in Broussard, Louisiana
AC Production Services
1. Leased site in Midland, Texas
2. Leased site in Corpus Christi, Texas
3. Leased site in Carthage, Texas
4. Leased site in Kilgore, Texas
5. Leased site in Cordell, Oklahoma
Xxxxxx Oil Tool Services
1. Leased site in Broussard, Louisiana
2. Leased site in Elk City, Oklahoma
Target Energy, Inc.
1. Leased site in Houston, Texas
1. Leased office space in Houston, Texas
AirComp
1. Leased site in Grand Junction, Colorado
2. Leased site in Farmington, New Mexico
3. Leased site in Fort Stockton, Texas
4. Leased site in San Angelo, Texas
5. Leased site in Carlsbad, New Mexico
6. Leased site in Denver, Colorado
7. Leased site in Houston, Texas
8. Leased site in Wilburton, Oklahoma
9. Leased site in Granbury, Texas
10. Leased site in Sonora, Texas
AC Tubular
1. Leased site in Buffalo, Texas
2. Leased site in Pearsall, Texas
3. Leased site in Edinburg, Texas
4. Leased site in Xxxxxxxxx, Xxxxxxxxx
0. Leased site in Houma, Louisiana
6. Leased site in Corpus Christi, Texas
7. Leased site in Kilgore, Texas
Strata
1. Leased site in Houston, Texas
2. Leased site in Corpus Christi, Texas
3. Leased site in Xxxxxxxxx, Xxxxxxxxx
0. Leased site in Oklahoma City, Oklahoma
AC Rental Tools
1. Leased site in Houston, Texas
2. Leased site in Broussard, Louisiana
AC Production Services
1. Leased site in Midland, Texas
2. Leased site in Corpus Christi, Texas
3. Leased site in Carthage, Texas
4. Leased site in Kilgore, Texas
5. Leased site in Cordell, Oklahoma
Xxxxxx Oil Tool Services
1. Leased site in Broussard, Louisiana
2. Leased site in Elk City, Oklahoma
Target Energy, Inc.
1. Leased site in Houston, Texas
Supplemental Schedule 5.22
First Amendment to Xxxxx-Xxxxxxxx
Energy Amended and Restated Credit Agreement
SCHEDULE 5.23
MATERIAL AGREEMENTS
as of Amendment Date
as of Amendment Date
| 1. | Lease Agreement between Materiales y Equipo Petroleo, S.A. de C.V. (Matyep) and Jens’ Oil Field Service, now known as Xxxxx-Xxxxxxxx Tubular Services, Inc. dated August 4, 1997 | |
| 2. | Indenture for Senior Unsecured Notes between Xxxxx Fargo Bank, N.A., as trustee, and Borrower and its Subsidiaries named therein | |
| 3. | Stock Purchase Agreement among Bridas International Holdings Ltd., Bridas Central Company, Ltd., Associated Petroleum Investors Limited and Borrower | |
| 4. | Strategic Agreement with Pan American Energy (pursuant to which a majority of DLS’ revenues are received) | |
| 5. | Drilling Equipment Contract between DLS and Repsol-YPF | |
| 6. | Registration Rights Agreement dated January 18, 2006 | |
| 7. | Insurance Premium Financing Loan and Security Agreement dated May 10, 2005 between Xxxxx-Xxxxxxxx Energy Inc. and Flatiron Capital Corp. |
Supplemental Schedule 5.23
First Amendment to Xxxxx-Xxxxxxxx
Energy Amended and Restated Credit Agreement
