1
Exhibit 10.15
REVOLVING NOTE
$_________________________ ______________, 1996
FOR VALUE RECEIVED, the undersigned, ____________________, a
__________ corporation (the "Borrower"), promises to pay to the order of
________________________________________________________________________________
__ (the "Bank"), for the account of its Lending Office, the principal amount of
_________________________ DOLLARS ($____________________) or the aggregate
unpaid principal amount of all Revolving Loans made by the Bank to the Borrower
pursuant to Section 2.01(b) of the Credit Agreement (hereinafter defined)
whichever is less, in immediately available funds at BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, AGENCY MANAGEMENT SERVICES #5506, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at the times and in the
amounts as set forth in the Credit Agreement. The Borrower promises to pay
interest on the unpaid principal balance of the Revolving Loans, from time to
time outstanding, at the rates and on the dates set forth in the Credit
Agreement. The aggregate unpaid principal amount of all Revolving Loans shall
be due and payable on the Revolving Termination Date.
This note is one of the notes issued pursuant to, and is entitled to
the benefits of, that certain Amended and Restated Credit Agreement, dated as
of August 7, 1996 (as the same may be amended, modified or restated from time
to time, the "Credit Agreement"), among BJ SERVICES COMPANY, a Delaware
corporation ("Company"), BJ SERVICES COMPANY, U.S.A., a Delaware corporation,
BJ SERVICE INTERNATIONAL, INC., a Delaware corporation, BJ SERVICES COMPANY
MIDDLE EAST, a Delaware corporation, NOWSCO WELL SERVICE LTD., an Alberta,
Canada corporation, and the other Subsidiary Borrowers (as defined in the
Credit Agreement) (Company and Subsidiary Borrowers collectively, "Borrowers"),
the several financial institutions from time to time party thereto (the
"Banks"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as U.S. Agent
(the "U.S. Agent"), Issuing Bank and Swing Loan Bank, BANK OF AMERICA CANADA,
as Canadian Agent (the "Canadian Agent"), THE CHASE MANHATTAN BANK, as Senior
Co-Agent, and the Co-Agents therein named. All capitalized terms used but not
defined herein shall have the meaning assigned to them in the Credit Agreement.
Reference is made to the Credit Agreement for, inter alia, provisions for the
prepayment hereof, the acceleration of the maturity hereof and to the effect
that no provision of the Credit Agreement or this Note shall require the
payment or permit the charging or collection of interest in an amount in excess
of the highest non-usurious or non-criminal amount permitted by applicable law.
It is contemplated that by reason of prepayments hereon prior to the
Revolving Termination Date, there may be times when no indebtedness is owing
hereunder prior to such date, but notwithstanding such occurrence this note
shall be in full force and effect as to the Revolving Loans made pursuant to
the Credit Agreement subsequent to each such occurrence.
2
All Revolving Loans made by the Bank pursuant to the Credit Agreement
and all payments of the principal thereof shall be endorsed by the holder of
this Revolving Note on the schedule annexed hereto (including any additional
pages such holder may add to such schedule), which endorsement shall constitute
prima facie evidence of the accuracy of the information so endorsed; provided,
however, that the failure of the holder of this Revolving Note to insert any
date or amount or other information on such schedule shall not in any manner
affect the obligation of the Borrower or the other Borrowers to repay any
Revolving Loans in accordance with the terms of the Credit Agreement.
The Borrower and any and all sureties, guarantors and endorsers of
this Revolving Note and all other parties now or hereafter liable hereon,
severally waive, except as otherwise provided in the Credit Agreement or in any
other of the Loan Documents, grace, demand, presentment for payment, protest,
notice of any kind (including, but not limited to, notice of dishonor, notice
of protest, notice of intention to accelerate and notice of acceleration) and
diligence in collecting and bringing suit against any party hereto, and agree
(i) to all extensions and partial payments, with or without notice, before or
after maturity, (ii) to any substitution, exchange or release of any security
now or hereafter given for this Revolving Note, (iii) to the release of any
party primarily or secondarily liable hereon, and (iv) that it will not be
necessary for the Bank, in order to enforce payment of this Revolving Note, to
first institute or exhaust the Bank's remedies against the Borrower or any
other party liable therefor or against any security for this Revolving Note.
This Revolving Note may not be changed, modified or terminated orally,
but only by an agreement in writing signed by the party charged. If any term
or provision of this Revolving Note shall be held invalid, illegal or
unenforceable, the validity of all other terms and provisions herein shall in
no way be affected thereby.
IN THE EVENT OF ANY LITIGATION WITH RESPECT TO THIS REVOLVING NOTE,
THE BORROWER WAIVES THE RIGHT TO A TRIAL BY JURY AND THE DEFENSES OF FORUM NON
CONVENIENS AND IMPROPER VENUE. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND SHALL BE BINDING UPON THE
SUCCESSORS AND ASSIGNS OF BORROWER AND INURE TO THE BENEFIT OF THE BANK AND ITS
SUCCESSORS AND ASSIGNS (INCLUDING PARTICIPANTS IN ACCORDANCE WITH THE TERMS OF
THE CREDIT AGREEMENT).
-2-
3
IN WITNESS WHEREOF, the Borrower has executed and delivered this
Revolving Note on the date first above written.
---------------------------------------
By
------------------------------------
Name:
Title:
-3-
4
GRID SCHEDULE
Attached to and made part of the Revolving Note, dated August 7, 1996,
issued pursuant to that certain Amended and Restated Credit Agreement, dated as
of August 7, 1996, among BJ SERVICES COMPANY, a Delaware corporation,, BJ
SERVICES COMPANY, U.S.A., a Delaware corporation, BJ SERVICE INTERNATIONAL,
INC., a Delaware corporation, BJ SERVICES COMPANY MIDDLE EAST, a Delaware
corporation, NOWSCO WELL SERVICE LTD., an Alberta, Canada corporation, and the
other Subsidiary Borrowers (as defined in the Credit Agreement), the several
financial institutions from time to time party thereto, BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as U.S. Agent, Issuing Bank and Swing
Loan Bank, BANK OF AMERICA CANADA, as Canadian Agent, THE CHASE MANHATTAN BANK,
as Senior Co-Agent, and the Co-Agents therein named.
============================================================================================================================
Amount of Unpaid
Principal Principal
Principal Paid or Balance Name of
Date of Amount Type of Interest Interest Maturity Prepaid or (Balance Person Making
Loan of Loan Loan(1) Rate Period Date Converted continued) Notation
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(1) The type of loan may be represented either by "B" for Base Rate Loans or "O"
for LIBOR Offshore Rate Loans.
-4-
5
TERM NOTE
$__________________ ___________, 1996
FOR VALUE RECEIVED, the undersigned, _______________________________,
a Delaware corporation (the "Borrower"), promises to pay to the order of
__________________________________________________ (the "Bank"), for the account
of its Lending Office, the principal amount of ____________________________
DOLLARS ($_________________) or the aggregate unpaid principal amount of all
U.S. Term Loans made by the Bank to the Borrower pursuant to Section 2.01(a)(ii)
of the Credit Agreement (hereinafter defined), whichever is less, in immediately
available funds at [BANK OF AMERICA CANADA, Suite ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇] [BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
AGENCY MANAGEMENT SERVICES #5506, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇], at the times and in the amounts as set forth in
the Credit Agreement. The Borrower promises to pay interest on the unpaid
principal balance of the U.S. Term Loans, from time to time outstanding, at the
rates and on the dates set forth in the Credit Agreement. The Borrower promises
to make payments of principal in the amounts and on the dates set forth in the
Credit Agreement, and the entire unpaid principal amount of the U.S. Term Loans
shall be due and payable on the Term Loan Maturity Date.
This note is one of the notes issued pursuant to, and is entitled to
the benefits of, that certain Amended and Restated Credit Agreement, dated as
of August 7, 1996 (as the same may be amended, modified or restated from time
to time, the "Credit Agreement"), among BJ SERVICES COMPANY, a Delaware
corporation ("Company"), BJ SERVICES COMPANY, U.S.A., a Delaware corporation,
BJ SERVICE INTERNATIONAL, INC., a Delaware corporation, BJ SERVICES COMPANY
MIDDLE EAST, a Delaware corporation, NOWSCO WELL SERVICE LTD., an Alberta,
Canada corporation, and the other Subsidiary Borrowers (as defined in the
Credit Agreement), the several financial institutions from time to time party
thereto (the "Banks"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as U.S. Agent (the "U.S. Agent"), Issuing Bank and Swing Loan Bank, BANK OF
AMERICA CANADA, as Canadian Agent (the "Canadian Agent"), THE CHASE MANHATTAN
BANK, as Senior Co-Agent, and the Co-Agents therein named. All capitalized
terms used but not defined herein shall have the meaning assigned to them in
the Credit Agreement. Reference is made to the Credit Agreement for, inter
alia, provisions for the prepayment hereof, the acceleration of the maturity
hereof and to the effect that no provision of the Credit Agreement or this Note
shall require the payment or permit the charging or collection of interest in
an amount in excess of the highest non-usurious or non-criminal amount
permitted by applicable law.
The U.S. Term Loans made by the Bank pursuant to the Credit Agreement
and all payments of the principal thereof shall be endorsed by the holder of
this Term Note on the schedule annexed hereto (including any additional pages
such holder may add to such schedule), which endorsement shall constitute prima
facie evidence of the accuracy of the information so endorsed; provided,
however, that the failure of the holder of this Term Note to insert any date
6
or amount or other information on such schedule shall not in any manner affect
the obligation of the Borrower to repay any U.S. Term Loans in accordance with
the terms of the Credit Agreement.
The Borrower and any and all sureties, guarantors and endorsers of
this Term Note and all other parties now or hereafter liable hereon, severally
waive, except as otherwise provided in the Credit Agreement or in any other of
the Loan Documents, grace, demand, presentment for payment, protest, notice of
any kind (including, but not limited to, notice of dishonor, notice of protest,
notice of intention to accelerate and notice of acceleration) and diligence in
collecting and bringing suit against any party hereto, and agree (i) to all
extensions and partial payments, with or without notice, before or after
maturity, (ii) to any substitution, exchange or release of any security now or
hereafter given for this Term Note, (iii) to the release of any party primarily
or secondarily liable hereon, and (iv) that it will not be necessary for the
Bank, in order to enforce payment of this Term Note, to first institute or
exhaust the Bank's remedies against the Borrower or any other party liable
therefor or against any security for this Term Note.
This Term Note may not be changed, modified or terminated orally, but
only by an agreement in writing signed by the party charged. If any term or
provision of this Term Note shall be held invalid, illegal or unenforceable,
the validity of all other terms and provisions herein shall in no way be
affected thereby.
IN THE EVENT OF ANY LITIGATION WITH RESPECT TO THIS TERM NOTE, THE
BORROWER WAIVES THE RIGHT TO A TRIAL BY JURY, AND THE DEFENSES OF FORUM NON
CONVENIENS AND IMPROPER VENUE. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND SHALL BE BINDING UPON THE
SUCCESSORS AND ASSIGNS OF BORROWER AND INURE TO THE BENEFIT OF THE BANK AND ITS
SUCCESSORS AND ASSIGNS (INCLUDING PARTICIPANTS IN ACCORDANCE WITH THE TERMS OF
THE CREDIT AGREEMENT).
IN WITNESS WHEREOF, the Borrower has executed and delivered this Term
Note on the date first above written.
BJ SERVICES COMPANY
By
-------------------------------------
Name:
Title:
-2-
7
GRID SCHEDULE
Attached to and made part of the Term Note, dated August 7, 1996,
issued pursuant to that certain Amended and Restated Credit Agreement, dated as
of August 7, 1996, among BJ SERVICES COMPANY, a Delaware corporation,, BJ
SERVICES COMPANY, U.S.A., a Delaware corporation, BJ SERVICE INTERNATIONAL,
INC., a Delaware corporation, BJ SERVICES COMPANY MIDDLE EAST, a Delaware
corporation, NOWSCO WELL SERVICE LTD., an Alberta, Canada corporation, and the
other Subsidiary Borrowers (as defined in the Credit Agreement), the several
financial institutions from time to time party thereto, BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as U.S. Agent, Issuing Bank and Swing
Loan Bank, BANK OF AMERICA CANADA, as Canadian Agent, THE CHASE MANHATTAN BANK,
as Senior Co-Agent, and the Co-Agents therein named.
===========================================================================================================================
Amount of Unpaid
Principal Principal Name of
Principal Paid or Balance Person
Date of Amount Type of Interest Interest Maturity Prepaid or (Balance Making
Loan of Loan Loan(2) Rate Period Date Converted continued) Notation
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(2) The type of loan may be represented either by "B" for Base Rate Loans or "O"
for LIBOR Offshore Rate Loans.
-3-
8
PRIME RATE NOTE
C$__________________ ___________, 1996
FOR VALUE RECEIVED, the undersigned, NOWSCO WELL SERVICE LTD., an
Alberta, Canada corporation (the "Borrower"), promises to pay to the order of
___________________________________________________________ (the "Bank"), for
the account of its Lending Office, the principal amount of
____________________________ CANADIAN DOLLARS (C$_________________) or the
aggregate unpaid principal amount of all Prime Rate Loans made by the Bank to
the Borrower pursuant to Section 2.01(a) of the Credit Agreement (hereinafter
defined), whichever is less, in immediately available funds at BANK OF AMERICA
CANADA, Suite ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, at the times and
in the amounts as set forth in the Credit Agreement. The Borrower promises to
pay interest on the unpaid principal balance of the Prime Rate Loans, from time
to time outstanding, at the rates and on the dates set forth in the Credit
Agreement. The Borrower promises to make payments of principal in the amounts
and on the dates set forth in the Credit Agreement, and the entire unpaid
principal amount of the Prime Rate Loans shall be due and payable on the Term
Loan Maturity Date.
This note is one of the notes issued pursuant to, and is entitled to
the benefits of, that certain Amended and Restated Credit Agreement, dated as
of August 7, 1996 (as the same may be amended, modified or restated from time
to time, the "Credit Agreement"), among BJ SERVICES COMPANY, a Delaware
corporation ("Company"), BJ SERVICES COMPANY, U.S.A., a Delaware corporation,
BJ SERVICE INTERNATIONAL, INC., a Delaware corporation, BJ SERVICES COMPANY
MIDDLE EAST, a Delaware corporation, NOWSCO WELL SERVICE LTD., an Alberta,
Canada corporation, and the other Subsidiary Borrowers (as defined in the
Credit Agreement), the several financial institutions from time to time party
thereto (the "Banks"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as U.S. Agent (the "U.S. Agent"), Issuing Bank and Swing Loan Bank, BANK OF
AMERICA CANADA, as Canadian Agent (the "Canadian Agent"), THE CHASE MANHATTAN
BANK, as Senior Co-Agent, and the Co-Agents therein named. All capitalized
terms used but not defined herein shall have the meaning assigned to them in
the Credit Agreement. Reference is made to the Credit Agreement for, inter
alia, provisions for the prepayment hereof, the acceleration of the maturity
hereof and to the effect that no provision of the Credit Agreement or this Note
shall require the payment or permit the charging or collection of interest in
an amount in excess of the highest non-usurious or non-criminal amount
permitted by applicable law.
The Prime Rate Loans made by the Bank pursuant to the Credit Agreement
and all payments of the principal thereof shall be endorsed by the holder of
this Prime Rate Note on the schedule annexed hereto (including any additional
pages such holder may add to such schedule), which endorsement shall constitute
prima facie evidence of the accuracy of the information so endorsed; provided,
however, that the failure of the holder of this Prime Rate Note to insert any
date or amount or other information on such schedule shall not in any manner
affect the obligation
9
of the Borrower to repay any Prime Rate Loans in accordance with the terms of
the Credit Agreement.
The Borrower and any and all sureties, guarantors and endorsers of
this Prime Rate Note and all other parties now or hereafter liable hereon,
severally waive, except as otherwise provided in the Credit Agreement or in any
other of the Loan Documents, grace, demand, presentment for payment, protest,
notice of any kind (including, but not limited to, notice of dishonor, notice
of protest, notice of intention to accelerate and notice of acceleration) and
diligence in collecting and bringing suit against any party hereto, and agree
(i) to all extensions and partial payments, with or without notice, before or
after maturity, (ii) to any substitution, exchange or release of any security
now or hereafter given for this Prime Rate Note, (iii) to the release of any
party primarily or secondarily liable hereon, and (iv) that it will not be
necessary for the Bank, in order to enforce payment of this Prime Rate Note, to
first institute or exhaust the Bank's remedies against the Borrower or any
other party liable therefor or against any security for this Prime Rate Note.
This Prime Rate Note may not be changed, modified or terminated
orally, but only by an agreement in writing signed by the party charged. If
any term or provision of this Prime Rate Note shall be held invalid, illegal or
unenforceable, the validity of all other terms and provisions herein shall in
no way be affected thereby.
IN THE EVENT OF ANY LITIGATION WITH RESPECT TO THIS PRIME RATE NOTE,
THE BORROWER WAIVES THE RIGHT TO A TRIAL BY JURY, AND THE DEFENSES OF FORUM NON
CONVENIENS AND IMPROPER VENUE. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND SHALL BE BINDING UPON THE
SUCCESSORS AND ASSIGNS OF BORROWER AND INURE TO THE BENEFIT OF THE BANK AND ITS
SUCCESSORS AND ASSIGNS (INCLUDING PARTICIPANTS IN ACCORDANCE WITH THE TERMS OF
THE CREDIT AGREEMENT).
IN WITNESS WHEREOF, the Borrower has executed and delivered this Prime
Rate Note on the date first above written.
NOWSCO WELL SERVICE LTD.
By
-------------------------------------
Name:
Title:
-2-
10
GRID SCHEDULE
Attached to and made part of the Prime Rate Note, dated August 7,
1996, issued pursuant to that certain Amended and Restated Credit Agreement,
dated as of August 7, 1996, among BJ SERVICES COMPANY, a Delaware corporation,,
BJ SERVICES COMPANY, U.S.A., a Delaware corporation, BJ SERVICE INTERNATIONAL,
INC., a Delaware corporation, BJ SERVICES COMPANY MIDDLE EAST, a Delaware
corporation, NOWSCO WELL SERVICE LTD., an Alberta, Canada corporation, and the
other Subsidiary Borrowers (as defined in the Credit Agreement), the several
financial institutions from time to time party thereto, BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as U.S. Agent, Issuing Bank and Swing
Loan Bank, BANK OF AMERICA CANADA, as Canadian Agent, THE CHASE MANHATTAN BANK,
as Senior Co-Agent, and the Co-Agents therein named.
===========================================================================================================================
Amount of Unpaid
Principal Principal Name of
Principal Paid or Balance Person
Date of Amount Type of Interest Interest Maturity Prepaid or (Balance Making
Loan of Loan Loan Rate Period Date Converted continued) Notation
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-3-
11
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
SWING LOAN NOTE
$20,000,000.00 __________, 1996
FOR VALUE RECEIVED, the undersigned, ____________________, a
__________ corporation (the "Borrower"), promises to pay to the order of BANK
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the "Bank"), for the account
of its Lending Office, on or before the Revolving Termination Date the lesser
of (i) the principal amount of TWENTY MILLION DOLLARS ($20,000,000.00) or (ii)
the aggregate unpaid principal amount of all Swing Loans made by the Bank to
the Borrower pursuant to Section 2.01(c) of the Credit Agreement (hereinafter
defined), whichever is less, in immediately available funds at BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, AGENCY MANAGEMENT SERVICES #5506, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at the times and
in the amounts as set forth in the Credit Agreement. The Borrower promises to
pay interest on the unpaid principal balance of the Swing Loans, from time to
time outstanding, at the rates and on the dates set forth in the Credit
Agreement. The aggregate unpaid principal amount of all Swing Loans shall be
due and payable on the Revolving Termination Date.
This note is one of the notes issued pursuant to, and is entitled to
the benefits of, that certain Amended and Restated Credit Agreement, dated as
of August 7, 1996 (as the same may be amended, modified or restated from time
to time, the "Credit Agreement"), among BJ SERVICES COMPANY, a Delaware
corporation ("Company"), BJ SERVICES COMPANY, U.S.A., a Delaware corporation,
BJ SERVICE INTERNATIONAL, INC., a Delaware corporation, BJ SERVICES COMPANY
MIDDLE EAST, a Delaware corporation, NOWSCO WELL SERVICE LTD., an Alberta,
Canada corporation, and the other Subsidiary Borrowers (as defined in the
Credit Agreement) (Company and Subsidiary Borrowers collectively, "Borrowers"),
the several financial institutions from time to time party thereto (the
"Banks"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as U.S. Agent
(the "U.S. Agent"), Issuing Bank and Swing Loan Bank, BANK OF AMERICA CANADA,
as Canadian Agent (the "Canadian Agent"), THE CHASE MANHATTAN BANK, as Senior
Co-Agent, and the Co-Agents therein named. All capitalized terms used but not
defined herein shall have the meaning assigned to them in the Credit Agreement.
Reference is made to the Credit Agreement for, inter alia, provisions for the
prepayment hereof, the acceleration of the maturity hereof and to the effect
that no provision of the Credit Agreement or this Note shall require the
payment or permit the charging or collection of interest in an amount in excess
of the highest non-usurious or non-criminal amount permitted by applicable law.
All Swing Loans made by the Bank pursuant to the Credit Agreement and
all payments of the principal thereof shall be endorsed by the holder of this
Swing Loan Note on the schedule annexed hereto (including any additional pages
such holder may add to such schedule), which endorsement shall constitute prima
facie evidence of the accuracy of the information so endorsed;
12
provided, however, that the failure of the holder of this Swing Loan Note to
insert any date or amount or other information on such schedule shall not in
any manner affect the obligation of the Borrower or any other Borrowers to
repay any Swing Loans in accordance with the terms of the Credit Agreement.
The Borrower and any and all sureties, guarantors and endorsers of
this Swing Loan Note and all other parties now or hereafter liable hereon,
severally waive, except as otherwise provided in the Credit Agreement or in any
other of the Loan Documents, grace, demand, presentment for payment, protest,
notice of any kind (including, but not limited to, notice of dishonor, notice
of protest, notice of intention to accelerate and notice of acceleration) and
diligence in collecting and bringing suit against any party hereto, and agree
(i) to all extensions and partial payments, with or without notice, before or
after maturity, (ii) to any substitution, exchange or release of any security
now or hereafter given for this Swing Loan Note, (iii) to the release of any
party primarily or secondarily liable hereon and (iv) that it will not be
necessary for the Bank, in order to enforce payment of this Swing Loan Note, to
first institute or exhaust the Bank's remedies against the Borrower or any
other party liable therefor or against any security for this Swing Loan Note.
This Swing Loan Note may not be changed, modified, or terminated
orally, but only by an agreement in writing signed by the party to be charged.
If any term or provision of this Swing Loan Note shall be held invalid, illegal
or unenforceable, the validity of all other terms and provisions herein shall
in no way be affected thereby.
IN THE EVENT OF ANY LITIGATION WITH RESPECT TO THIS SWING LOAN NOTE,
THE BORROWER WAIVES THE RIGHT TO A TRIAL BY JURY AND THE DEFENSES OF FORUM NON
CONVENIENS AND IMPROPER VENUE. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND SHALL BE BINDING UPON THE
SUCCESSORS AND ASSIGNS OF BORROWERS AND INURE TO THE BENEFIT OF THE BANK AND
ITS SUCCESSORS AND ASSIGNS (INCLUDING PARTICIPANTS IN ACCORDANCE WITH THE TERMS
OF THE CREDIT AGREEMENT).
IN WITNESS WHEREOF, the Borrower has executed and delivered this Swing
Loan Note on the date first above written.
---------------------------------------
By
-------------------------------------
Name:
Title:
-2-
13
GRID SCHEDULE
Attached to and made part of the Swing Loan Note, dated August 7,
1996, issued pursuant to that certain Amended and Restated Credit Agreement,
dated as of August 7, 1996, among BJ SERVICES COMPANY, a Delaware corporation,,
BJ SERVICES COMPANY, U.S.A., a Delaware corporation, BJ SERVICE INTERNATIONAL,
INC., a Delaware corporation, BJ SERVICES COMPANY MIDDLE EAST, a Delaware
corporation, NOWSCO WELL SERVICE LTD., an Alberta, Canada corporation, and the
other Subsidiary Borrowers (as defined in the Credit Agreement), the several
financial institutions from time to time party thereto, BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as U.S. Agent, Issuing Bank and Swing
Loan Bank, BANK OF AMERICA CANADA, as Canadian Agent, THE CHASE MANHATTAN BANK,
as Senior Co-Agent, and the Co-Agents therein named.
==========================================================================================================
Unpaid Principal
Principal Amount Amount of Principal Balance Name of Person
Date of Loan of Loan Paid or Prepaid (Balance continued) Making Notation
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