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EXHIBIT 10.10
HYDRIL COMPANY
MODIFICATION TO
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT AND CONSENT
UNDER INTERCREDITOR AGREEMENT
As of June 7, 2000
To each of the Current Noteholders
Named in Annex 1 hereto:
Ladies and Gentlemen:
Hydril Company, a Delaware corporation (hereinafter, the
"Company"), has entered into Amendment No. 1 to Note Purchase Agreement and
Consent under Intercreditor Agreement ("Amendment No. 1") with each of you,
dated as of the date hereof. Terms used and not defined herein have the meanings
ascribed thereto in Amendment No. 1.
1. MODIFICATION.
Section 6 of Amendment No. 1 contains a consent of the Requisite
Noteholders to an increase in the line of credit permitted under the Bank
Agreement from $15,000,000 to $25,000,000, effective upon receipt by the Company
of not less than $40,000,000 in net proceeds from a public offering of its
common stock consummated at any time after the date of the Amendment No. 1. The
reference to "$40,000,000" in Section 6 of Amendment No. 1 is hereby deleted and
there is substituted therefor "$30,000,000".
2. EFFECTIVENESS OF MODIFICATION.
The modification provided for in Section 1 hereof shall become
effective at such time as the Company and each of the Holders shall have
executed and delivered this Modification.
3. MISCELLANEOUS.
3.1. PART OF EXISTING NOTE AGREEMENT; FUTURE REFERENCES, ETC.
This Modification shall be construed in connection with and as a part
of Amendment No. 1 and, except as expressly amended by this Modification, all
terms, conditions and covenants contained in Amendment No. 1 and the Existing
Note Agreement are hereby ratified and shall be and remain in full force and
effect. Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this Modification may
refer to the Existing Note Agreement without making specific reference to this
Modification, but nevertheless all such references shall include this
Modification unless the context otherwise requires.
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3.2. COUNTERPARTS.
This Modification may be executed in any number of counterparts, each
of which shall be an original but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.
3.3. GOVERNING LAW.
THIS MODIFICATION SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW
YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD
REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN NEW YORK.
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If you are in agreement with the foregoing, please so indicate by
signing the acceptance below on the accompanying counterpart of this agreement
and returning it to the Company, whereupon it will become a binding agreement
among you and the Company.
HYDRIL COMPANY
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President & CFO
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Treasurer
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The foregoing Modification is hereby accepted as of the date first above
written.
PRINCIPAL LIFE INSURANCE COMPANY
By: Principal Capital
Management, LLC, a Delaware limited
liability company, its authorized signatory
By: /s/ XXX X. XXXXX
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Name: Xxx X. Xxxxx
Title: Counsel
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Counsel
PRINCIPAL LIFE INSURANCE COMPANY,
on behalf of one or more separate accounts
By: Principal Capital
Management, LLC, a Delaware limited
liability company, its authorized signatory
By: /s/ XXX X. XXXXX
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Name: Xxx X. Xxxxx
Title: Counsel
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Counsel
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NIPPON LIFE INSURANCE COMPANY
OF AMERICA, an Iowa corporation,
by its attorney in fact, Principal
Life Insurance Company, an
Iowa corporation
By: /s/ XXX X. XXXXX
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Name: Xxx X. Xxxxx
Title: Counsel
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Counsel
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