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EXHIBIT 10.1
SECOND AMENDMENT AND MODIFICATION
TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENT
(the "Amendment") is made effective as of the 15th day of August, 1996 by and
among FWA DRILLING COMPANY, INC. ("FWA"), INTERNATIONAL PETROLEUM SERVICE
COMPANY ("IPSCO"), TRIAD DRILLING COMPANY ("TRIAD"), UNIVERSAL WELL SERVICES,
INC. ("UNIVERSAL"), USC, INCORPORATED, FORMERLY KNOWN AS WELL SERVICES, INC.
("UNIVERSAL"), USC, INCORPORATED, FORMERLY KNOWN AS UNION SUPPLY COMPANY
("UNION"), UTI ENERGY CORP. ("UTI"), UTICO, INC. ("UTICO"), VIERSEN & XXXXXXX
DRILLING COMPANY ("VIERSEN") and MELLON BANK, N.A. ("BANK"). FWA, IPSCO,
Triad, Universal and Union are hereinafter sometimes collectively referred to
as the "BORROWERS" and individually as a "BORROWER". UTI, UTICO and VIERSEN
are hereinafter sometimes collectively referred to as the "GUARANTORS" and
individually as a "GUARANTOR". The Borrowers and the Guarantors are
hereinafter sometimes collectively referred to as the "OBLIGORS" and
individually as an "OBLIGOR".
BACKGROUND
A. Pursuant to the terms of the certain Amended and Restated Loan
and Security Agreement dated December 7, 1995, as amended, by and among
Obligors (other than Viersen) and Bank (the "LOAN AGREEMENT"), Bank agreed,
inter alia, to extend to Borrowers a line of credit up to a maximum outstanding
principal amount of Eight Million Four Hundred Thousand Dollars
($8,400,000.00).
B. Obligors have requested and Bank has agreed to amend the terms of
the Loan Agreement in accordance with the terms and conditions hereof.
NOW THEREFORE, the parties hereto, intending to be legally bound, agree
as follows:
1. Addition of New Obligor. Viersen is hereby added as a
Guarantor and as an Obligor under the Loan Agreement and all other applicable
Loan Documents. By executing this Amendment, Viersen agrees to be bound by all
of the covenants and restrictions applicable to the Guarantors and the Obligors
under the Loan Documents and hereby joins in all representations and warranties
of the Guarantors and the Obligors contained in the Loan Documents.
2. Security Interest. As security for the full and timely
payment and performance of all Bank Indebtedness, Viersen hereby grants to Bank
a security interest in all of the following:
(a) All of Viersen's present and future accounts, contract
rights, chattel paper, instruments and documents and all other rights to the
payment of money whether or not yet earned, for services rendered or goods
sold, consigned, leased or furnished by Viersen or otherwise, together with (i)
all goods (including any returned,
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rejected, repossessed or consigned goods), the sale, consignment, lease or
other furnishings of which shall be given or may give rise to any of the
foregoing, (ii) all of Viersen's rights as a consignor, consignee, unpaid
vendor or other lienor in connection therewith, including stoppage in transit,
set-off, detinue, replevin and reclamation, (iii) all general intangibles
related thereto, (iv) all guaranties, mortgages, security interests,
assignments, and other encumbrances on real or personal property, leases and
other agreements or property securing or relating to any accounts, (v) choses-
in-action, claims and judgments, (vi) any return or unearned premiums, which
may be due upon cancellation of any insurance policies, and (vii) all products
and proceeds of any of the foregoing.
(b) All of Viersen's present and future inventory (including
but not limited to goods held for sale or lease or furnished or to be furnished
under contracts for service, raw materials, work-in-process, finished goods and
goods used or consumed in Viersen's business) whether owned, consigned or held
on consignment, together with all merchandise, component materials, supplies,
packing, packaging and shipping materials, and all returned, rejected or
repossessed goods sold, consigned, leased or otherwise furnished by Viersen,
all documents of title covering any of such goods or inventory and all products
and proceeds of any of the foregoing.
(c) All of Viersen's present and future general intangibles
related to or useful in the sale of Viersen's inventory or the collection of
Viersen's accounts or constituting a right or claim by Viersen to receive
payments of any nature, and all products and proceeds of any of the foregoing.
(d) All of Viersen's present and future equipment, to the
extent such equipment may at any time have constituted inventory of Viersen but
by virtue of a change in use constitutes equipment, together with all parts,
substitutions, accretions, accessions, attachments, accessories, additions,
components and replacements thereof, all documents of title covering any of
such items or inventory and all manuals of operation, maintenance or repair,
and all products and proceeds of any of the foregoing.
(e) All of Viersen's present and future general ledger sheets,
files, records, customer lists, books of account, invoices, bills, certificates
or documents of ownership, bills of sale, business papers, correspondence,
credit files, tapes, cards, computer runs and all other data and data storage
systems whether in the possession of Viersen or any service bureau.
(f) All letters of credit now existing or hereafter issued
naming Viersen as a beneficiary or assigned to Viersen, including the right to
receive payment thereunder, and all documents and records associated therewith.
(g) All deposits, funds, instruments, documents, policies and
certificates of insurance, securities, chattel paper and other assets of or in
which Viersen has an interest and all proceeds thereof, now or at any time
hereafter on deposit with or in the possession or control of Bank or owing by
Bank to Viersen or in transit by mail or carrier to Bank or in the possession
of any other Person acting on Bank's behalf, without regard to whether Bank
received the same in pledge, for safekeeping, as agent
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for collection or otherwise, or whether Bank has conditionally released the
same, and in all assets of Viersen in which Bank now has or may at any time
hereafter obtain a lien, mortgage, or security interest for any reason.
(H) Notwithstanding the foregoing, the security interest
granted in this section shall not extend to the assets of Viersen described in
EXHIBIT "C" to this Amendment (the "TRUST COLLATERAL") so long as the Trust
Collateral continues to secure the $8,000,000 Note from Viersen to the Trust.
3. RIGHTS AND REMEDIES. Without limiting the terms of SECTION 1 of
this Amendment, Viersen hereby specifically agrees that Bank may exercise all
rights and remedies with respect to Viersen as an Obligor and Viersen's assets
set forth in SECTIONS 4.4, 9.6, 12.2, 12.3, 12.4, 12.5 AND 12.6 of the Loan
Agreement.
4. WAIVERS AND CONSENTS. Without limiting the terms of SECTION 1 of
this Amendment, Viersen hereby specifically joins in the waivers, consents,
indemnifications and grants of power of attorney set forth in SECTIONS 4.4(B),
9.5, 12.4, 15.1, 15.3, 16.1, AND 17.18 of the Loan Agreement.
5. REPRESENTATIONS. SCHEDULES 5.3, 5.4, 5.7, 5.14, 5.16, 5.18, 6.4
AND 6.9 of the Loan Agreement are hereby amended and restated as set forth in
the amended schedules attached to this Amendment. Obligors hereby represent
and warrant to Bank that all of the representations and warranties set forth in
the Loan Agreement with respect to Obligors, as amended by the attached
schedules, are accurate and complete with respect to Viersen as a new Obligor.
6. LIMITATION ON INDEBTEDNESS. The Indebtedness of Viersen in the
amount of $8,000,000.00 owed to the Xxx X. Xxxxxxx, Xx. Revocable Trust (the
"TRUST") incurred in connection with the acquisition by UTI of all of the stock
of Viersen (the "VIERSEN ACQUISITION") shall be added to the amended SCHEDULE
6.3 to the Loan Agreement and shall constitute permitted Indebtedness under
SECTION 6.3 of the Loan Agreement.
7. BUSINESS ACQUISITION. The Viersen Acquisition shall constitute a
permitted acquisition under SECTION 6.7 of the Loan Agreement, notwithstanding
any other restrictions set forth in SECTION 6.7.
8. LIENS. The liens granted by Viersen to the Trust in the Trust
collateral in connection with the Viersen Acquisition shall be added to the
amended SCHEDULE 6.9 to the Loan Agreement and shall constitute liens under
SECTION 6.9 of the Loan Agreement.
9. MAINTENANCE OF MANAGEMENT. SECTION 6.17 of the Loan Agreement is
hereby amended and restated to read in its entirety as follows:
"6.17 Maintenance of Management. Obligors will
cause their business to be continuously managed by
Xxxxxx X. Drum (the "CURRENT MANAGERS") or such
other persons (serving in such management
positions) as may be
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reasonably satisfactory to Bank. Obligors will
notify Bank promptly in writing of any change in
their boards of directors or executive officers."
10. TRANSACTIONS WITH AFFILIATES. SECTION 6.19 of the Loan Agreement
is hereby amended by adding the following sentence:
"Without limiting the other terms of this Section,
no other Obligor will transfer any funds or other
property to Viersen, except for transfers in
connection with the sale or lease of property from
Viersen to such other Obligor, which must on terms
that are no more favorable to Viersen than those
which Viersen could obtain in a similar commercial
arms-length transaction between Persons not
affiliated with each other."
11. LEVERAGE COVENANT. Effective as of September 30, 1996, SECTION
7.3 of the Loan Agreement is hereby amended and restated to read in its
entirety as follows:
"7.3 LEVERAGE RATIOS. Obligors will maintain a
ratio of Consolidated Liabilities to Consolidated
Tangible Net Worth of not greater than (a) 2.0 to
1.0 as of the end of each fiscal quarter commencing
9/30/96 through 3/31/97, (b) 1.75 to 1.0 as of the
end of each fiscal quarter commencing 6/30/97
through 9/30/97, and (c) 1.25 to 1.0 as of the end
of each fiscal quarter thereafter.
12. CAPITAL EXPENDITURES. The expenditures related to the Viersen
Acquisition shall not be included as Capital Expenditures for purposes of
complying with SECTION 7.4 of the Loan Agreement.
13. EXTENSION OF CONTRACT PERIOD. The Contract Period for the Line
is hereby extended until June 30, 1998.
14. VIERSEN ACQUISITION. Obligors will not amend or modify the Stock
Purchase Agreement dated August 14, 1996 (the "VIERSEN STOCK PURCHASE
AGREEMENT"), entered into with respect to the Viersen Acquisition or any
documents collateral thereto or waive any of their rights thereunder, without
the prior written consent of the Bank. Viersen shall be included in
determining compliance with financial covenants commencing on the effective
date of the Viersen Acquisition.
15. CONDITIONS. The obligation of Bank to enter into this Amendment
is subject to the following conditions (any of which may be waived by Bank):
(a) LOAN DOCUMENTS. Obligors and all other required person
and entities will have executed and delivered to Bank this Amendment, a Surety
Agreement from Viersen, an Amended and Restated Subordination Agreement, UCC-1
financing
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statements from Viersen in favor of Bank for all locations of Collateral owned
by Viersen, and such other documents as Bank may require.
(b) REPRESENTATIONS AND WARRANTIES. All representations and
warranties of Obligors set forth in the Loan Documents, as amended hereby, will
be true at and as of the date hereof.
(c) NO DEFAULT. No condition or event shall exist or have
occurred which would constitute an Event of Default hereunder (or would, upon
the giving of notice of the passage of time or both, constitute such an Event
of Default).
(d) PROCEEDINGS AND DOCUMENTS. All proceedings taken by
Obligors in connection with the transactions contemplated by this Amendment and
all documents incident to such transactions shall be satisfactory in form and
substance to Bank and Bank's counsel, and Bank shall have received all
documents or other evidence which it reasonably may request in connection with
such proceedings and transactions. Viersen shall have delivered to Bank a
certificate, in form and substance satisfactory to Bank, dated the date hereof
and signed on behalf of Viersen by an officer of Viersen, certifying (a) true
copies of the Articles of Incorporation and bylaws of Viersen in effect on such
date, (b) true copies of all corporate actions taken by Viersen relative to the
Loan Documents, and (c) the names, true signatures and incumbency of the
officers of Viersen authorized to execute and deliver this Amendment and the
other Loan Documents. Bank may conclusively rely on such certificate unless
and until a later certificate revising the prior certificate has been received
by Bank.
(e) LANDLORD'S OR WAREHOUSEMAN'S RELEASE AND WAIVER
AGREEMENTS. Bank shall have received a landlord's or warehouseman's release
and waiver agreement, satisfactory in form and substance to Bank, from such
locations leased by Viersen or at which Viersen warehouses inventory, as Bank
may require.
(f) DELIVERY OF OTHER DOCUMENTS. The following documents
shall have been delivered by or on behalf of Viersen to Bank:
(i) GOOD STANDING AND TAX LIEN CERTIFICATES. A
good standing certificate certifying to the good standing and corporate status
of Viersen in its state of incorporation, good standing/foreign qualification
certificates from such other jurisdictions in which Viersen is required to be
qualified to do business, as Bank may require, and tax lien certificates for
Viersen from such jurisdictions in which Viersen is required to be qualified to
do business, as Bank may require.
(ii) AUTHORIZATION DOCUMENTS. Evidence of
authorization of Viersen's execution and full performance of this Amendment,
the Loan Documents and all other documents and actions required hereunder.
(iii) INSURANCE. Evidence of the insurance
coverage for Viersen required under SECTION 6.12 of the Loan Agreement.
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(iv) OPINION OF COUNSEL. An opinion of counsel
for Viersen in form and content satisfactory to Bank.
(v) LIEN SEARCH. Copies of record searches
(including UCC searches and judgments, suits, tax and other lien searches)
confirming that Bank has a first priority security interest in the Collateral
owned by Viersen.
(vi) VIERSEN STOCK PURCHASE AGREEMENT. Copies of
the fully executed Viersen Stock Purchase Agreement and all exhibits and
schedules thereto.
(vii) CTI CONSENT. The written consent of CTI to
the Viersen Acquisition and the transactions contemplated in connection
therewith.
(viii) OTHER DOCUMENTS. Such other documents as
may be required to be submitted to Bank by the terms hereof or of any Loan
Documents.
16. CHALLENGE TO ENFORCEMENT. Obligors acknowledge and agree that
they do not have any defense, set-off, counterclaim or challenge against the
payment of any sums owing under the Loan Documents, or the enforcement of any
of the terms or conditions thereof.
17. CONFIRMATION OF COLLATERAL. Nothing contained herein shall be
deemed to be a compromise, satisfaction, accord and satisfaction, novation or
release of any of the Loan Documents, or any rights or obligations thereunder,
or a waiver by Bank of any of its rights under the Loan Documents or at law or
in equity. All liens, security interest, rights and remedies granted to the
Bank in the Loan Documents are hereby ratified, confirmed and continued.
18. REPRESENTATIONS, WARRANTIES AND COVENANTS. Obligors represent,
warrant and covenant, as applicable, which representations, warranties and
covenants shall survive until all Bank Indebtedness and all other obligations
of Obligors to Bank are paid and satisfied in full, as follows:
(a) All representations and warranties of Obligors set forth
in the Loan Documents, as amended hereby, are true and correct as of the date
hereof.
(b) No condition or event exists or has occurred which would
constitute an Event of Default under the Loan Documents (or would, upon the
giving of notice or the passage of time or both, constitute an event of
default).
(c) The execution and delivery of this Amendment by Obligors
and all documents and agreements to be executed and delivered pursuant to the
terms hereof;
(i) have been duly authorized by all requisite
corporate action by Obligors;
(ii) will not conflict with or result in the breach of
or constitute a default (upon the passage of time, delivery of notice or both)
under any applicable
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statute, law, rule, regulation or ordinance or any indenture, mortgage, loan or
other document or agreement to which any Obligor is a party or by which any of
them is bound or affected; or
(iii) will not result in the creation or imposition of
any lien, charge or encumbrance of any nature whatsoever upon any of the
property or assets of any Obligor, except liens in favor of the Bank.
(d) Obligors agree that none of their obligations under any of
the Loan Documents, including without limitation, the Line Note and Surety
Agreement, shall in any way be adversely affected by this Amendment.
(e) Obligors ratify and confirm all of their obligations under
the Loan Documents.
19. NO WAIVER. Except as otherwise provided herein, nothing
contained and no actions taken by Bank in connection herewith shall constitute
herewith shall constitute nor shall they be deemed to be a waiver, release or
amendment of or to any rights, remedies, or privileges afforded to Bank under
waiver by Bank of Obligors' compliance with the terms of the Loan Documents,
nor shall anything contained herein constitute an agreement by Bank to enter
into any further amendments with Obligors.
20. INCONSISTENCIES. To the extent of any inconsistency between the
terms and conditions of this Amendment and the terms and conditions of the
other Loan Documents, the terms and conditions of this amendment shall prevail.
All terms and conditions of the Loan Documents not inconsistent herewith shall
remain in full force and effect and are hereby ratified and confirmed by
Obligors.
21. CONSTRUCTION. All references to the Loan Agreement therein or in
any other Loan Documents shall be deemed to be a reference to the Loan
Agreement as hereby amended.
22. BINDING EFFECT. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
23. GOVERNING LAW. This Amendment shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
24. SUCCESSORS AND ASSIGNS. This Amendment and all rights and powers
granted hereby will bind and inure to the benefit of the parties hereto and
their respective successors and assigns.
25. HEADINGS. The headings of the Sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part of
this Amendment.
26. CONFESSION OF JUDGMENT. EACH OBLIGOR HEREBY AUTHORIZES AND
EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE
COMMONWEALTH OF PENNSYLVANIA, OR IN
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ANY OTHER JURISDICTION WHICH PERMITS THE ENTRY OF JUDGMENT BY CONFESSION, TO
APPEAR FOR SUCH OBLIGOR AT ANY TIME AFTER DEMAND UNDER THE LINE NOTE OR AFTER
THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT IN ANY ACTION
BROUGHT AGAINST SUCH OBLIGOR ON OR UNDER ANY OF THE LOAN DOCUMENTS AT THE SUIT
OF BANK, WITH OR WITHOUT COMPLAINT OR DECLARATION FILED, WITHOUT STAY OF
EXECUTION, AS OF ANY TERM OR TIME, AND THEREIN TO CONFESS OR ENTER JUDGMENT
AGAINST SUCH OBLIGOR FOR THE ENTIRE UNPAID OUTSTANDING PRINCIPAL AMOUNT OF THE
BANK INDEBTEDNESS AND ALL OTHER SUMS TO BE PAID BY SUCH OBLIGOR TO OR ON BEHALF
OF BANK PURSUANT TO THE TERMS OF THE LOAN DOCUMENTS AND ALL ARREARAGES OF
INTEREST THEREON, TOGETHER WITH ALL COSTS AND OTHER EXPENSES AND AN ATTORNEY'S
COLLECTION COMMISSION OF FIFTEEN PERCENT (15%) OF THE AGGREGATE AMOUNT OF THE
FOREGOING SUMS, BUT IN NO EVENT LESS THAN FIVE THOUSAND DOLLARS ($5,000.00);
AND FOR SO DOING THIS AMENDMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE
A SUFFICIENT WARRANT.
THE AUTHORITY GRANTED HEREIN TO CONFESS JUDGMENT SHALL NOT BE
EXTINGUISHED BY ANY EXERCISE THEREOF, BUT SHALL CONTINUE FROM TIME TO TIME AND
AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL THE BANK INDEBTEDNESS. OBLIGORS
ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THIS AMENDMENT AND THAT THEY KNOWINGLY WAIVE THEIR
RIGHT TO BE HEARD PRIOR TO THE ENTRY OF SUCH JUDGMENT AND UNDERSTANDS THAT,
UPON SUCH ENTRY, SUCH JUDGMENT SHALL BECOME A LIEN ON ALL REAL PROPERTY OF EACH
OBLIGOR IN THE COUNTY WHERE SUCH JUDGMENT IS ENTERED.
27. WAIVER OF RIGHT TO TRIAL BY JURY. OBLIGORS AND BANK WAIVE ANY
RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A)
ARISING UNDER ANY OF THE LOAN DOCUMENTS, INCLUDING THIS AMENDMENT OR (B) IN ANY
WAY CONNECTED WITH OR RELATED TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS
RELATED HERETO OR THERETO, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE, OBLIGORS AND BANK AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND
THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF OBLIGORS AND
BANK TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. OBLIGORS A KNOWLEDGE THAT
THEY HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS SECTION,
THAT THEY FULLY UNDERSTAND ITS TERMS, CONTENT AND EFFECT, AND THAT THEY
VOLUNTARILY AND KNOWINGLY AGREE TO THE TERMS OF THIS SECTION.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
INTERNATIONAL PETROLEUM SERVICE
COMPANY
By: /s/Xxxxxx X. Drum
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Name/Title: Xxxxxx X. Drum, Chairman
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Attest: /s/Xxxxxxx X. Xxxxxxx
---------------------------------------------------
Name/Title: Xxxxxxx X. Xxxxxxx, Secretary
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[Corporate Seal]
TRIAD DRILLING COMPANY
By: /s/Xxxxxx X. Drum
------------------------------------------------
Name/Title: Xxxxxx X. Drum, Chairman
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Attest: /s/Xxxxxxx X. Xxxxxxx
---------------------------------------------------
Name/Title: Xxxxxxx X. Xxxxxxx, Secretary
-----------------------------------------------
[Corporate Seal]
UNIVERSAL WELL SERVICES, INC.
By: /s/Xxxxxx X. Drum
------------------------------------------------
Name/Title: Xxxxxx X. Drum, Chairman
-----------------------------------------------
Attest: /s/Xxxxxxx X. Xxxxxxx
---------------------------------------------------
Name/Title: Xxxxxxx X. Xxxxxxx, Secretary
-----------------------------------------------
[Corporate Seal]
(Signatures Continued on Next Page)
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(Signatures Continued from Previous Page)
USC, INCORPORATED, FORMERLY KNOWN AS
UNION SUPPLY COMPANY
By: /s/Xxxxxx X. Drum
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Name/Title: Xxxxxx X. Drum, President & CEO
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Attest: /s/Xxxxxxx X. Xxxxxxx
----------------------------------------------------
Name/Title: Xxxxxxx X. Xxxxxxx, Secretary
------------------------------------------------
[Corporate Seal]
UTI ENERGY CORP.
By: /s/Xxxxxx X. Drum
-------------------------------------------------
Name/Title: Xxxxxx X. Drum, President & CEO
------------------------------------------------
Attest: /s/Xxxxxxx X. Xxxxxxx
----------------------------------------------------
Name/Title: Xxxxxxx X. Xxxxxxx, Secretary
------------------------------------------------
[Corporate Seal]
UTICO, INC.
By: /s/Xxxxxx X. Drum
-------------------------------------------------
Name/Title: Xxxxxx X. Drum, President & CEO
------------------------------------------------
Attest: /s/Xxxxxxx X. Xxxxxxx
----------------------------------------------------
Name/Title: Xxxxxxx X. Xxxxxxx, Secretary
------------------------------------------------
[Corporate Seal]
(Signatures Continued on Next Page)
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(Signatures Continued from Previous Page)
FWA DRILLING COMPANY, INC.
By: /s/Xxxxxx X. Drum
--------------------------------------------------
Name/Title: Xxxxxx X. Drum, President & CEO
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Attest: /s/Xxxxxxx X. Xxxxxxx
-----------------------------------------------------
Name/Title: Xxxxxxx X. Xxxxxxx, Secretary
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[Corporate Seal]
VIERSEN & XXXXXXX DRILLING COMPANY
By: /s/Xxxxxx X. Drum
--------------------------------------------------
Name/Title: Xxxxxx X. Drum, President & CEO
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Attest: /s/Xxxxxxx X. Xxxxxxx
-----------------------------------------------------
Name/Title: Xxxxxxx X. Xxxxxxx, Secretary
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[Corporate Seal]
MELLON BANK, N.A.
By: /s/Xxxxxxx X. Xxxxx
--------------------------------------------------
Name/Title: Xxxxxxx X. Xxxxx, Vice President
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