EXHIBIT 4.10
VARCO INTERNATIONAL, INC.
SECOND AMENDMENT
TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of
August 13, 1997 and entered into by and among VARCO INTERNATIONAL, INC., a
California corporation ("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE
SIGNATURE PAGES HEREOF (each individually referred to herein as a "LENDER" and
collectively as "LENDERS"), and UNION BANK OF CALIFORNIA, N.A. ("UBOC"), as
agent for Lenders (in such capacity, "AGENT"), and is made with reference to
that certain Credit Agreement dated as of June 27, 1997, as amended by a First
Amendment to Credit Agreement dated as of July 15, 1997 (as so amended the
"CREDIT AGREEMENT"), by and among Company, Lenders and Agent. Capitalized terms
used herein without definition shall have the same meanings herein as set forth
in the Credit Agreement.
RECITALS
WHEREAS, the parties hereto wish to amend the Credit Agreement in certain
respects;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
AMENDMENT TO SUBSECTION 7.9. RESTRICTION ON LEASES
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Subsection 7.9 of the Credit Agreement is hereby amended by deleting
"$5,000,000" set forth therein and substituting therefor "$10,000,000".
SECTION 2. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(i) Each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to the
"Credit
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Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement shall mean and be a reference to this Amended
Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of Agent
or any Lender under, the Credit Agreement or any of the other Loan
Documents.
B. FEES AND EXPENSES. Company acknowledges that all reasonable
costs, fees and expenses as described in subsection 10.2 of the Credit Agreement
incurred by Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.
C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (INCLUDING
WITHOUT LIMITATION SECTION 1646.5 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA),
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment shall become
effective and shall be retroactive to June 27, 1997 upon the execution of a
counterpart hereof by Requisite Lenders and each of the other parties hereto and
receipt by Company and Agent of written or telephonic notification of such
execution and authorization of delivery thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
COMPANY:
VARCO INTERNATIONAL, INC.
By: /s/ X.X. XXXXXXX
---------------------------------------
Title: Vice President
Notice Address:
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Chief Financial Officer
LENDERS:
UNION BANK OF CALIFORNIA, N.A.
as a Lender, as Issuing Lender and as Agent
By: /s/
----------------------------------------
Title:
Notice Address:
000 Xxxxx Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Xx.
X-0
THE CHASE MANHATTAN BANK, as a Lender
By: /s/
---------------------------------------
Title: Vice President
Notice Address:
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxx
S-2
XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as a Lender
By: /s/ XXXXXX X. XXXXXXX
---------------------------------------
Title: Vice President
Notice Address:
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
S-3
