EXHIBIT 10.2
FIRST AMENDMENT TO
CREDIT AGREEMENT
between
DRIL-QUIP, INC.
and
BANK ONE, TEXAS, NATIONAL ASSOCIATION
Effective as of
May 26, 2000
TABLE OF CONTENTS
PAGE
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ARTICLE I. DEFINITIONS 1
1.01 Terms Defined Above.......................... 1
1.02 Terms Defined in Agreement................... 1
1.03 References................................... 1
1.04 Articles and Sections........................ 1
1.05 Number and Gender............................ 2
ARTICLE II. AMENDMENTS................................. 2
2.01 Amendment of Section 1.2..................... 2
2.02 Amendment of Section 2.9..................... 2
2.03 Amendment of Exhibit I....................... 2
ARTICLE III. CONDITIONS................................ 3
3.01 Receipt of Documents......................... 3
3.02 Accuracy of Representations and Warranties... 3
3.03 Matters Satisfactory to Lender............... 3
ARTICLE IV. REPRESENTATIONS AND WARRANTIES............. 3
ARTICLE V. RATIFICATION................................ 3
ARTICLE VI. MISCELLANEOUS.............................. 3
6.01 Scope of Amendment........................... 3
6.02 Agreement as Amended......................... 4
6.03 Parties in Interest.......................... 4
6.04 Rights of Third Parties...................... 4
6.05 ENTIRE AGREEMENT............................. 4
6.06 GOVERNING LAW................................ 4
6.07 JURISDICTION AND VENUE....................... 4
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FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is
made and entered into effective as of May 26, 2000, between DRIL-QUIP, INC., a
Delaware corporation (the "Borrower"), and BANK ONE, TEXAS, NATIONAL
ASSOCIATION, a national banking association (the "Lender"),
WITNESSETH:
WHEREAS, the above named parties did execute and exchange counterparts
of that certain Credit Agreement dated August 27, 1999 (the "Agreement"), to
which reference is here made for all purposes;
WHEREAS, the parties subject to and bound by the Agreement are
desirous of amending the Agreement in the particulars hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties to the Agreement, as set forth therein, and the mutual
covenants and agreements of the parties hereto, as set forth in this First
Amendment, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
1.01 Terms Defined Above. As used herein, each of the terms "Agreement,"
"Borrower," "First Amendment," and "Lender" shall have the meaning assigned to
such term hereinabove.
1.02 Terms Defined in Agreement. As used herein, each term defined in
the Agreement shall have the meaning assigned thereto in the Agreement, unless
expressly provided herein to the contrary.
1.03 References. References in this First Amendment to Article or
Section numbers shall be to Articles and Sections of this First Amendment,
unless expressly stated herein to the contrary. References in this First
Amendment to "hereby," "herein," "hereinafter," "hereinabove," "hereinbelow,"
"hereof," and "hereunder" shall be to this First Amendment in its entirety and
not only to the particular Article or Section in which such reference appears.
1.04 Articles and Sections. This First Amendment, for convenience only,
has been divided into Articles and Sections and it is understood that the
rights, powers, privileges, duties, and other legal relations of the parties
hereto shall be determined from this First Amendment as an entirety and without
regard to such division into Articles and Sections and without regard to
headings prefixed to such Articles and Sections.
1.05 Number and Gender. Whenever the context requires, reference herein
made to the single number shall be understood to include the plural and likewise
the plural shall be understood to include the singular. Words denoting sex shall
be construed to include the masculine, feminine, and neuter, when such
construction is appropriate, and specific enumeration
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shall not exclude the general, but shall be construed as cumulative. Definitions
of terms defined in the singular and plural shall be equally applicable to the
plural or singular, as the case may be.
ARTICLE II.
AMENDMENTS
The Borrower and the Lender hereby amend the Agreement in the following
particulars:
2.01 Amendment of Section 1.2. Section 1.2 of the Agreement is hereby
amended as follows:
The following definitions are added or amended to read as follows:
"Applicable Margin" shall mean as to each LIBO Rate Loan, one and
three-quarters percent (1.75%)."
"Available Commitment" shall mean, at any time, an amount equal
to the remainder, if any, of (a) $30,000,000 minus (b) the Loan
Balance at such time."
"Commitment Termination Date" shall mean June 30, 2003."
"Final Maturity" shall mean June 30, 2003."
2.02 Amendment of Section 2.9. Section 2.9 of the Agreement is hereby
amended to read as follows:
"2.9 Facility Fee. In addition to interest on the Note as
provided herein and all other fees payable hereunder and to compensate
the Lender for the costs of the extension of credit hereunder, the
Borrower shall pay to the Lender on the date of execution of this
First Amendment, in immediately available funds, a facility fee in the
amount of $50,000."
2.03 Amendment of Exhibit I. Exhibit I, i.e. the Form of Promissory
Note, is as set forth on Exhibit I to this First Amendment.
ARTICLE III.
CONDITIONS
The obligation of the Lender to amend the Agreement as provided herein
is subject to the fulfillment of the following conditions precedent:
3.01 Receipt of Documents. The Lender shall have received, reviewed, and
approved the following documents and other items, appropriately executed when
necessary and in form and substance satisfactory to the Lender:
(a) multiple counterparts of this First Amendment as requested by the
Lender;
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(b) the Note; and
(c) such other agreements, documents, items, instruments, opinions,
certificates, waivers, consents, and evidence as the Lender may reasonably
request.
3.02 Accuracy of Representations and Warranties. The representations and
Warranties contained in Article IV of the Agreement and this First Amendment
shall be true and correct.
3.03 Matters Satisfactory to Lender. All matters incident to the
consummation of the transactions contemplated hereby shall be satisfactory to
the Lender.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
The Borrower hereby expressly remakes, in favor of the Lender, all of
the representations and warranties set forth in Article IV of the Agreement, and
represents and warrants that all such representations and warranties remain true
and unbreached.
ARTICLE V.
RATIFICATION
Each of the parties hereto does hereby adopt, ratify, and confirm the
Agreement and the other Loan Documents, in all things in accordance with the
terms and provisions thereof, as amended by this First Amendment.
ARTICLE VI.
MISCELLANEOUS
6.01 Scope of Amendment. The scope of this First Amendment is expressly
limited to the matters addressed herein and this First Amendment shall not
operate as a waiver of any past, present, or future breach, Default, or Event of
Default under the Agreement, except to the extent, if any, that any such breach,
Default, or Event of Default is remedied by the effect of this First Amendment.
6.02 Agreement as Amended. All references to the Agreement in any
document heretofore or hereafter executed in connection with the transactions
contemplated in the Agreement shall be deemed to refer to the Agreement as
amended by this First Amendment.
6.03 Parties in Interest. All provisions of this First Amendment shall
be binding upon and shall inure to the benefit of the Borrower, the Lender and
their respective successors and assigns.
6.04 Rights of Third Parties. All provisions herein are imposed solely
and exclusively for the benefit of the Lender and the Borrower, and no other
Person shall have standing to require satisfaction of such provisions in
accordance with their terms and any or all of
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such provisions may be freely waived in whole or in part by the Lender at any
time if in its sole discretion it deems it advisable to do so.
6.05 ENTIRE AGREEMENT. THIS FIRST AMENDMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND
SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, BETWEEN SUCH PARTIES
REGARDING THE SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS FIRST AMENDMENT,
THE AGREEMENT, THE NOTE, THE SECURITY INSTRUMENTS, AND THE OTHER WRITTEN
DOCUMENTS REFERRED TO IN THE AGREEMENT OR EXECUTED IN CONNECTION WITH OR AS
SECURITY FOR THE NOTE REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE
PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
6.06 GOVERNING LAW. THIS FIRST AMENDMENT, THE AGREEMENT AND THE NOTE
SHALL BE DEEMED TO BE CONTRACTS MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS. THE PARTIES ACKNOWLEDGE AND
AGREE THAT THIS AGREEMENT AND THE NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY
BEAR A NORMAL, REASONABLE, AND SUBSTANTIAL RELATIONSHIP TO THE STATE OF TEXAS.
6.07 JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH RESPECT
TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR
FROM THIS FIRST AMENDMENT, THE AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE
LITIGATED IN COURTS HAVING SITUS IN XXXXXX COUNTY, TEXAS. EACH OF THE BORROWER
AND THE LENDER HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR
FEDERAL COURT LOCATED IN XXXXXX COUNTY, TEXAS, AND HEREBY WAIVES ANY RIGHTS IT
MAY HAVE TO TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION
BROUGHT AGAINST IT BY THE BORROWER OR THE LENDER IN ACCORDANCE WITH THIS
SECTION.
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IN WITNESS WHEREOF, this First Amendment to Credit Agreement is
executed effective the date first hereinabove written.
BORROWER:
DRIL-QUIP, INC.
By: /s/ J. Xxxx Xxxxxx
--------------------
J. Xxxx Xxxxxx
Co-Chairman
LENDER:
BANK ONE, TEXAS, NATIONAL ASSOCIATION
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------
Xxxxxxxx X. Xxxxxxx
Vice President
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EXHIBIT I
FORM OF NOTE
PROMISSORY NOTE
$30,000,000 Houston, Texas May 26, 2000
FOR VALUE RECEIVED and WITHOUT GRACE, the undersigned ("Maker")
promises to pay to the order of BANK ONE, TEXAS, NATIONAL ASSOCIATION
("Payee"), at its banking quarters in Houston, Xxxxxx County, Texas, the sum of
THIRTY MILLION DOLLARS ($30,000,000), or so much thereof as may be advanced
against this Note pursuant to the Credit Agreement dated of even date herewith
by and between Maker and Payee (as amended, restated, or supplemented from time
to time, the "Credit Agreement"), together with interest at the rates and
calculated as provided in the Credit Agreement.
Reference is hereby made to the Credit Agreement for matters governed
thereby, including, without limitation, certain events which will entitle the
holder hereof to accelerate the maturity of all amounts due hereunder.
Capitalized terms used but not defined in this Note shall have the meanings
assigned to such terms in the Credit Agreement.
This Note is issued pursuant to, is the "Note" under, and is payable
as provided in the Credit Agreement. Subject to compliance with applicable
provisions of the Credit Agreement, Maker may at any time pay the full amount or
any part of this Note without the payment of any premium or fee, but such
payment shall not, until this Note is fully paid and satisfied, excuse the
payment as it becomes due of any payment on this Note provided for in the Credit
Agreement.
THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF
TEXAS WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW;
PROVIDED, HOWEVER, THAT CHAPTER 345 OF THE TEXAS FINANCE CODE (WHICH REGULATES
CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRIPARTY ACCOUNTS) SHALL
NOT APPLY TO THIS NOTE.
DRIL-QUIP, INC.
By:
------------------------
J. Xxxx Xxxxxx
Co-Chairman
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