EXHIBIT 4.13
VARCO INTERNATIONAL, INC.
FIFTH AMENDMENT
TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
dated as of November 3, 1998 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
Amendement to Credit Agreement dated as of July 15, 1997, by a Second Amendment
to Credit Agreement dated as of August 13, 1997, by a Third Amendment to Credit
Agreement dated as of November 7, 1997 and by a Fourth Amendment to Credit
Agreement dated as of February 18, 1998 (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
A. Amendment to Subsection 1.1. Certain Defined Terms.
---------------------------------------------------
Subsection 1.1 of the Credit Agreement is hereby amended
by adding thereto the following additional definition:
"Scotland Capital Expenditures" means the capital
--------- ------- ------------
expenditures to be incurred in 1998 and 1999 in connection with
the consolidation of the Scottish operations of Company and its
Subsidiaries".
B. Amendment to Subsection 7.8. CONSOLIDATED CAPITAL EXPENDITURES
--------------------------------------------------------------
Subsection of 7.8D of the Credit Agreement is hereby amended by adding
the following at the end thereof:
"and provided further that there shall be excluded from the
----------------
foregoing limitations in this Subsection 7.8 the Scotland
Capital Expenditures up to a maximum amount of $8,500,000, it being
understood that any amount of Scotland Capital Expenditures in excess of
$8,500,000 shall be included within the limitations set forth above."
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 Agreement", "thereunder", "thereof" or words of like import
referring 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 orginal, 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 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.
[Remainder of page intentionally left blank]
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/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Vice-President - Treasurer
-----------------------------------
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:______________________________________
Name:____________________________________
Title:___________________________________
Notice Address:
000 Xxxxx Xxxxxxxx Xxxxxx
00/xx/ Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Xx.
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:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
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/ Xxxxxx X. Xxxxx, Xx.
--------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
------------------------------
Title: V.P.
-----------------------------
Notice Address:
000 Xxxxx Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Xx.
THE CHASE MANHATTAN BANK, as a Lender
By: /s/ Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
--------------------------------
Title: Vice President
-------------------------------
Notice Address:
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Ki Xxxxx
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as a Lender
By: /s/Xxxxxx Xxxxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxxxx
---------------------------
Title: Vice President
--------------------------
Notice Address:
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxxxxxx
