Exhibit 10.8
THIRD AMENDMENT TO
CREDIT AGREEMENT
----------------
This Third Amendment to Credit Agreement (the "Third Amendment"), dated as
of February 14, 1997 is entered into by and between DRIL-QUIP (EUROPE) LIMITED,
a private limited company formed under the Companies Act of the United Kingdom
1948, as amended ("Borrower"), and BANK ONE, TEXAS, NATIONAL ASSOCIATION, a
national banking association ("Lender").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to that certain Credit Agreement dated March 30, 1994 as
amended by that certain First Amendment to Credit Agreement dated December 20,
1994 and that certain Second Amendment to Credit Agreement dated December 13,
1995 (collectively, the "Credit Agreement"), Lender agreed to make available to
Borrower certain loans upon the terms and conditions and for the purposes
therein contained;
WHEREAS, Borrower has requested that its revolving line of credit be
increased up to a maximum of TWENTY-FIVE MILLION AND NO/100 DOLLARS
($25,000,000.00) and extended to June 1, 1999 and Lender has agreed to such
increase and extension;
WHEREAS, Borrower has requested Lender to make certain other changes to the
Credit Agreement; and
WHEREAS, Borrower and Lender desire to amend the Credit Agreement so that
the Credit Agreement evidences such increase and extension of the revolving line
of credit and effects such other changes;
NOW THEREFORE, the parties hereto agree as follows:
1. Amendments to Credit Agreement. The Credit Agreement is modified as
follows:
1.1 Wherever the term "Agreement" is used in the Credit Agreement, such
term shall refer to the Credit Agreement as amended by this Third
Amendment;
1.2 Article I - Definitions. The definition of the term "Parent's
Revolving Debt Facility" is deleted in its entirety and the following
is substituted in place thereof:
"Parent's Revolving Debt Facility" means that certain
revolving credit loan in the maximum principal amount of
$25,000,000.00 made by Lender to Parent and governed by that
certain Credit Agreement dated March 30, 1994 as
1
amended by that certain First Amendment to Credit Agreement
dated December 20, 1994, that certain Second Amendment to
Credit Agreement dated December 13, 1995 and that certain
Third Amendment to Credit Agreement dated February 14, 1997
between Lender and Parent as such Credit Agreement may be
further amended, renewed or extended from time to time.
1.3 Article I - Definitions. The definition of the term "Revolving
Credit Committed Sum" is deleted in its entirety, and the following is
substituted in place thereof:
"Revolving Credit Committed Sum" means TWENTY-FIVE MILLION
AND NO/100 DOLLARS ($25,000,000.00), as such amount may be
reduced pursuant to Section 2.06.
1.4 Article I - Definitions. The definition of the term "Revolving Credit
Note" is deleted in its entirety, and the following is substituted in
place thereof:
"Revolving Credit Note" means the promissory note in favor
of Lender in substantially the form of Exhibit I hereto, and
all extensions, renewals and modifications thereof.
1.5 Article I - Definitions. The definition of the term "Revolving Credit
Termination Date" is deleted in its entirety, and the following is
substituted in place thereof:
"Revolving Credit Termination Date" means June 1, 1999, or
such earlier date as the Revolving Credit Commitment
terminates as provided in this Agreement.
1.6 Article I - Definitions. The definition of the term "Term Note" is
deleted in its entirety, and the following is substituted in place
hereof:
"Term Note" means the promissory note described in Section
3.01 hereof in favor of Lender in substantially the form of
Exhibit J hereto, and all extensions, renewals and
modifications thereof.
1.7 Article II. Article II is hereby amended to substitute the following
for Section 2.02 in its entirety:
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Section 2.02. Revolving Credit Note. The obligation of
Borrower to repay the Revolving Credit Loan shall be
evidenced by the Revolving Credit Note executed by Borrower,
payable to the order of Lender, in the principal amount of
the Revolving Credit Committed Sum and dated February 14,
1997. The principal of the Revolving Credit Loan shall be
due and payable on the Revolving Credit Termination Date.
The Revolving Credit Loan shall bear interest prior to
maturity at a varying rate per annum equal from day to day
to the lesser of (a) the maximum rate permitted from day to
day by applicable law ("Maximum Rate"), including as to
Article 5069-1.04 Vernon's Texas Civil Statutes (and as the
same may be incorporated by reference in other Texas
statutes), but otherwise without limitation, that rate based
upon the "indicated rate ceiling", or (b) the sum of the
Bank One Texas Base Rate in effect from day to day plus one-
fourth of one percent (1/4%), each such change in the rate
of interest charged hereunder to become effective, without
notice to Borrower, on the effective date of each change in
the Bank One Texas Base Rate; provided, however, if at any
time the rate of interest specified in clause (b) preceding
shall exceed the Maximum Rate, thereby causing the interest
on the Revolving Credit Loan to be limited to the Maximum
Rate, then any subsequent reduction in the Bank One Texas
Base Rate shall not reduce the rate of interest on the
Revolving Credit Loan below the Maximum Rate until the
aggregate amount of interest accrued on the Revolving Credit
Loan equals the aggregate amount of interest which would
have accrued on the Revolving Credit Loan if the interest
rate specified in clause (b) preceding had at all times been
in effect. Accrued and unpaid interest on the Revolving
Credit Loan shall be due and payable (a) quarterly in
arrears, on the 1st day of each successive April, July,
October and January commencing on April 1, 1997, until
payment in full of the outstanding principal under the
Revolving Credit Note and (b) on the Revolving Credit
Termination Date. All past due principal and interest shall
bear interest at the Maximum Rate.
1.8 Article III. Article III is hereby amended to substitute the
following for Article III in its entirety:
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Term Loan
---------
Section 3.01. Commitment for Term Loan. Subject to the terms
and conditions of this Agreement, and provided that no
Default or Event of Default has occurred and is continuing
on the Closing Date, Lender agrees to make the Term Loan to
Borrower under the Term Note, in the amount of NINE HUNDRED
TWENTY-THREE THOUSAND AND NO/100 DOLLARS ($923,000.00),
which amount represents a renewal and extension, of the
principal indebtedness evidenced by that certain Promissory
Note dated October 1, 1995 in the principal amount of
$1,278,000.00 executed by Borrower and payable to the order
of Lender.
Section 3.02. Term Note. The obligation of Borrower to repay
the Term Loan shall be evidenced by the Term Note executed
by Borrower, payable to the order of Lender, in the
principal amount of the Term Loan and dated February 14,
1997. The principal of the Term Loan, plus accrued and
unpaid interest thereon, shall be due and payable in:
(a) nine (9) consecutive installments each equal to
SEVENTY-ONE THOUSAND AND NO/100 DOLLARS ($71,000.00) of
principal, together with all accrued and unpaid interest,
the first of such installments being due and payable on or
before April 1, 1997 and like installments being due and
payable on the first day of each succeeding third calendar
month thereafter through and including April 1, 1999; and
(b) a final installment due and payable on July 1, 1999
in an amount equal to the remaining unpaid principal amount
outstanding on the Term Loan, together with all accrued and
unpaid interest.
The Term Loan shall bear interest prior to maturity at a
varying rate per annum equal from day to day to the lesser
of (a) the Maximum Rate or (b) the sum of the Bank One Texas
Base Rate in effect from day to day plus one-half of one
percent (1/2%), each such change in the rate of interest
charged hereunder to become effective, without notice to
Borrower, on the effective date of each change in the Bank
One Texas Base Rate; provided, however, if at any time the
rate of
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interest specified in clause (b) preceding shall exceed the
Maximum Rate, thereby causing the interest on the Term Loan
to be limited to the Maximum Rate, then any subsequent
reduction in the Bank One Texas Base Rate shall not reduce
the rate of interest on the Term Loan below the Maximum Rate
until the aggregate amount of interest accrued on the Term
Loan equals the aggregate amount of interest which would
have accrued on the Term Loan if the interest rate specified
in clause (b) preceding had at all times been in effect. All
past due principal and interest shall bear interest at the
Maximum Rate.
2. Condition Precedent. The obligation of Lender to make any Advances
pursuant to Section 2.01 of the Agreement is subject to the condition precedent
that the Lender shall have received all of the following, each duly executed and
in form and substance satisfactory to Lender:
(a) Promissory Note dated February 14, 1997 in the principal amount
of $25,000,000.00 executed by Borrower to the order of Lender,
after execution and delivery being the Revolving Credit Note;
(b) Promissory Note dated February 14, 1997 in the principal amount
of $923,000.00 executed by Borrower to the order of Lender,
after execution and delivery being the Term Note;
(c) Ratifications or amendments of existing Security Documents and/or
new Security Documents as may be requested by Lender to continue
or establish a Lien in favor or for the benefit of Lender in or
against all of Borrower's accounts, accounts receivable,
equipment, machinery, fixtures, raw materials, work-in-process,
inventory, chattel paper, documents, instruments and general
intangibles, whether now owned or hereafter acquired, and all
products and proceeds thereof;
(d) The Memorandum and Articles of Association of Borrower certified
by the relevant governmental authority of the jurisdiction of
incorporation, dated reasonably near the date of this Third
Amendment;
(e) Certificates of the appropriate government officials of the
jurisdiction of incorporation of Borrower as to its existence and
good standing, dated reasonably near the date of this Third
Amendment; and
(f) A favorable opinion of legal counsel to Borrower.
5
3. Representations and Warranties. The representations and warranties
made in Article VII of the Credit Agreement by Borrower to Lender are true and
correct as of the date of execution of this Third Amendment.
4. Defined Terms. Words and terms used herein which are defined in the
Credit Agreement are used herein as defined in the Credit Agreement, except as
specifically modified by the terms of this Third Amendment. Any of the terms
used in this Third Amendment which are not defined in the Credit Agreement shall
be used therein as herein defined.
5. Preservation of the Credit Agreement. Except as specifically modified
by the terms of this Third Amendment, all of the terms, provisions, covenants,
warranties and agreements contained in the Credit Agreement shall remain in full
force and effect.
6. Applicable Law. This Third Amendment shall be deemed to be a contract
made under, and shall be construed in accordance with, the laws of the State of
Texas.
7. Entire Agreement. The Credit Agreement as amended by this Third
Amendment and the other Loan Papers contain the entire agreement between the
parties relating to the transactions contemplated hereby. All prior or
contemporaneous understandings, representations, statements and agreements,
whether written or oral, are merged herein and superseded by the Credit
Agreement as amended by this Third Amendment. THIS WRITTEN AGREEMENT AND THE
OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
IN WITNESS WHEREOF, the parties have executed this Third Amendment as of
the date first above written.
BORROWER:
DRIL-QUIP (EUROPE) LIMITED,
a private limited company formed under the
Corporation Act of the United Kingdom 1948,
as amended
By:___________________________________
Printed Name:________________________
Title: Director
(Signatures continued on next pages)
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By:___________________________________
Printed Name:_________________________
Title: Director
LENDER:
BANK ONE, TEXAS, NATIONAL
ASSOCIATION
By:___________________________________
Xxxxxxx Xxxxxxxxx-Xxxxx
Vice President
7
EXHIBIT I
PROMISSORY NOTE
---------------
$25,000,000.00 Houston, Texas February ____, 1997
FOR VALUE RECEIVED, the undersigned, DRIL-QUIP (EUROPE) LIMITED, a private
limited company formed under the Companies Act of the United Kingdom 1948, as
amended ("Maker"), hereby promises to pay to the order of BANK ONE, TEXAS,
NATIONAL ASSOCIATION, a national banking association ("Payee"), at its offices
at 910 Travis, Houston, Xxxxxx County, Texas, on June 1, 1999, in lawful money
of the United States of America, the principal sum of TWENTY-FIVE MILLION AND
NO/100 DOLLARS ($25,000,000.00), or so much thereof as may be advanced and
outstanding hereunder, together with interest on the outstanding principal
balance hereof, at a varying rate per annum which shall from day to day be equal
to the lesser of (a) the maximum rate permitted by applicable law as the same
exists from day to day during the term hereof ("Maximum Rate"), including, as to
Article 5069-1.04, Vernon's Texas Civil Statutes (and as the same may be
incorporated by reference in other Texas statutes), but otherwise without
limitation, that rate based upon the "indicated rate ceiling" or (b) the sum of
the Bank One Base Rate (hereinafter defined) of Payee in effect from day to day
plus one-fourth of one percent (1/4%), each such change in the rate of interest
charged hereunder to become effective, without notice to Maker, on the effective
date of each change in the Bank One Base Rate; provided however, if at any time
the rate of interest specified in clause (b) preceding shall exceed the Maximum
Rate, thereby causing the interest rate hereon to be limited to the Maximum
Rate, then any subsequent reduction in the Bank One Base Rate will not reduce
the rate of interest hereon below the Maximum Rate until the total amount of
interest accrued hereon equals the amount of interest which would have accrued
hereon if the rate specified in clause (b) preceding had at all times been in
effect.
Accrued and unpaid interest shall be due and payable quarterly in arrears
during the term hereof, on the 1st day of each successive April, July, October
and January commencing on April 1, 1997, until payment in full of the
outstanding principal hereunder. All principal hereof, together with all
accrued and unpaid interest thereon, shall be due and payable on maturity. All
past due principal and interest shall bear interest at the Maximum Rate.
Whenever any payment hereunder shall be stated to be due on a day that is
not a day Payee is open for business, such payment may be made on the next
succeeding day Payee is open for business and interest shall continue to accrue
during such extension.
______________
Initialled for
(Page 1 of a 4 Page Note) Identification
As used herein, the term "Bank One Base Rate" means, at any time the lesser
of (i) the rate of interest per annum then most recently established by Payee as
its Bank One Base Rate in effect from day to day, with each change in the rate
of interest charged as the Bank One Base Rate to become effective, without
notice to Maker, on the effective date of each change in the Bank One Base Rate,
such Bank One Base Rate to be computed on the basis of a year composed of 365
days for the actual number of days elapsed (including the first day but
excluding the last day) or (ii) the Maximum Rate (as herein defined).
This note is the Revolving Credit Note provided for and as defined in that
certain Credit Agreement dated March 30, 1994 as amended by that certain First
Amendment to Credit Agreement dated December 20, 1994, that certain Second
Amendment to Credit Agreement dated December 3, 1995 and that certain Third
Amendment to Credit Agreement dated of even date herewith by and among Maker and
Payee (such instruments as the same may be amended or modified from time to
time, are hereinafter referred to as the "Agreement").
Maker may prepay the principal of this note upon the terms and conditions
specified in the Agreement. Maker may borrow, repay and reborrow hereunder upon
the terms and conditions specified in the Agreement.
Notwithstanding anything to the contrary contained herein, no provisions of
this note shall require the payment or permit the collection of interest in
excess of the Maximum Rate. If any excess of interest in such respect is herein
provided for, or shall be adjudicated to be so provided, in this note or
otherwise in connection with this loan transaction the provisions of this
paragraph shall govern and prevail, and neither Maker nor the sureties,
guarantors, successors or assigns of Maker shall be obligated to pay the excess
amount of such interest, or any other excess sum paid for the use, forbearance
or detention of sums loaned pursuant hereto. If for any reason interest in
excess of the Maximum Rate shall be deemed charged, required or permitted by any
court of competent jurisdiction, any such excess shall be applied as a payment
and reduction of the principal of indebtedness evidenced by this note; and, if
the principal amount hereof has been paid in full, any remaining excess shall
forthwith be paid to Maker.
If default be made in the payment of principal or interest under this note
and such default shall continue for three (3) Business Days after notice thereof
to Maker pursuant to the Agreement, as defined in the Agreement, or upon the
occurrence of any other Event of Default, as such term is defined in the
Agreement, the holder hereof may, at its option, declare the entire unpaid
principal of and accrued interest on this note immediately due and payable
without additional notice, demand or presentment, all of which are hereby
waived, and upon such declaration, the same shall become and shall be
immediately due and payable, and the holder hereof shall have the right to
foreclose or otherwise enforce all liens or security interests securing any sum
or sums owed by the holder hereof to Maker. Failure of the holder hereof to
exercise this option shall not constitute a waiver of the right to exercise the
same upon the occurrence of a subsequent Event of Default.
______________
Initialled for
(Page 2 of a 4 Page Note) Identification
If the holder hereof expends any effort in any attempt to enforce payment
of all or any part or installment of any sum due the holder hereunder, or if
this note is placed in the hands of an attorney for collection, or if it is
collected through any legal proceedings, Maker agrees to pay all collection
costs and fees incurred by the holder, including reasonable attorneys' fees.
This note is performable in Houston, Xxxxxx County, Texas, and Maker and
each surety, guarantor, endorser and other party ever liable for payment of any
sums of money payable on this note, jointly and severally waive the right to be
sued hereon elsewhere. This note shall be governed by and construed in
accordance with the laws of the state of Texas and the applicable laws of the
United States of America.
Maker and each surety, guarantor, endorser and other party ever liable for
payment of any sums of money payable on this note jointly and severally waive
presentment and demand for payment, protest, notice of protest and non-payment
of dishonor, notice of acceleration notice of intent to accelerate, notice of
intent to demand, diligence in collecting, and grace, and consent to all
extensions without notice for any period or periods of time and partial
payments, before or after maturity, without prejudice to the holder. Maker
acknowledges and understands that under the laws of the State of Texas, unless
waived, Maker has the right to notice of Payee's intent to accelerate the
indebtedness evidenced by this note, the right to notice of the actual
acceleration of the indebtedness evidenced by this note, and the right to
presentment of this note by Payee's demand for payment. Maker acknowledges that
it understands that it can waive these rights and by Maker's execution of this
note it agrees to waive its right to notice of intent to accelerate, its right
to notice of acceleration, and its right to presentment or other demand for
payment. The holder shall similarly have the right to deal in any way, at any
time, without one or more of the foregoing parties without notice to any other
party, and to grant any such party and extensions of time for payment of any of
said indebtedness, or to release part or all of the collateral securing this
note, or to grant any other indulgences or forbearances whatsoever, without
notice to any other party and without in any way affecting the personal
liability of any party hereunder.
This note is executed in renewal and extension, but not in novation or
discharge, of that certain Promissory Note dated October 1, 1995, in the
original principal amount of $20,000,000.00, executed by Maker for the benefit
of Payee.
Maker hereby authorizes the holder hereof to endorse on the Schedule
attached to this note or any continuation thereof, all advances made to Maker
hereunder and all payments made on account of the principal thereof, which
endorsements shall be prima facie evidence as to the outstanding principal
amount of this note; provided however, any failure by the holder hereof to make
endorsement shall not limit or otherwise affect the obligations of Maker under
the Agreement or this note.
______________
Initialled for
(Page 3 of a 4 Page Note) Identification
DRIL-QUIP (EUROPE) LIMITED
By:_____________________________________
Printed Name:___________________________
Title: Director
By:_____________________________________
Printed Name:___________________________
Title: Director
(Page 4 of a 4 Page Note)
EXHIBIT J
PROMISSORY NOTE
---------------
$923,000.00 Houston, Texas February ____, 1997
FOR VALUE RECEIVED, the undersigned, DRIL-QUIP (EUROPE) LIMITED, a private
limited company formed under the Companies Act of the United Kingdom 1948, as
amended ("Maker"), hereby promises to pay to the order of BANK ONE, TEXAS,
NATIONAL ASSOCIATION, a national banking association ("Payee"), at its offices
at 910 Travis, Houston, Xxxxxx County, Texas, in lawful money of the United
States of America, the principal sum of NINE HUNDRED TWENTY-THREE THOUSAND AND
NO/100 DOLLARS ($923,000.00), plus accrued and unpaid interest thereon as
hereinafter calculated, as follows:
(a) nine (9) quarterly installments each in the principal amount of
SEVENTY-ONE THOUSAND AND NO/100 DOLLARS ($71,000.00), together with all
accrued and unpaid interest, with the first of such installments due and
payable on April 1, 1997, and like successive installments of principal
plus accrued and unpaid interest due and payable on the lst day of each
succeeding July, October, January and April thereafter, through and
including April 1, 1999; and
(b) a tenth (10th) and final installment in the amount of all
outstanding principal, plus accrued and unpaid interest due and payable on
the maturity of this note, July 1, 1999.
The outstanding principal balance hereof shall bear interest prior to
maturity at a varying rate per annum which shall from day to day be equal to the
lesser of (a) the maximum rate permitted by applicable law as the same exists
from day to day during the term hereof ("Maximum Rate"), including, as to
Article 5069-1.04, Vernon's Texas Civil Statutes (and as the same may be
incorporated by reference in other Texas statutes), but otherwise without
limitation, that rate based upon the "indicated rate ceiling" or (b) the sum of
the Bank One Base Rate (hereinafter defined) of Payee in effect from day to day
plus one-half of one percent (1/2%), each such change in the rate of interest
charged hereunder to become effective, without notice to Maker, on the effective
date of each change in the Bank One Base Rate; provided however, if at any time
the rate of interest specified in clause (b) preceding shall exceed the Maximum
Rate, thereby causing the interest rate hereon to be limited to the Maximum
Rate, then any subsequent reduction in the Bank One Base Rate will not reduce
the rate of interest hereon below the Maximum Rate until the total amount of
interest accrued hereon equals the amount of interest which would have accrued
hereon if the rate specified in clause (b) preceding had at all times been in
effect. All past due principal and interest shall bear interest at the Maximum
Rate.
______________
Initialled for
(Page 1 of a 4 Page Note) Identification
As used herein, the term "Bank One Base Rate" means, at any time the lesser
of (i) the rate of interest per annum then most recently established by Payee as
its Bank One Base Rate in effect from day to day, with each change in the rate
of interest charged as the Bank One Base Rate to become effective, without
notice to Maker, on the effective date of each change in the Bank One Base Rate,
such Bank One Base Rate to be computed on the basis of a year composed of 365
days for the actual number of days elapsed (including the first day but
excluding the last day) or (ii) the Maximum Rate (as herein defined).
This note is the Term Note provided for and as defined in that certain
Amended and Restated Credit Agreement dated March 30, 1994 as amended by that
certain First Amendment to Credit Agreement dated December 20, 1994, that
certain Second Amendment to Credit Agreement dated December 13, 1995 and that
certain Third Amendment to Credit Agreement dated of even date herewith by and
between Maker and Payee (such instrument as the same may be amended or modified
from time to time, is hereinafter referred to as the "Agreement").
Maker may prepay the principal of this note upon the terms and conditions
specified in the Agreement.
Notwithstanding anything to the contrary contained herein, no provisions of
this note shall require the payment or permit the collection of interest in
excess of the Maximum Rate. If any excess of interest in such respect is herein
provided for, or shall be adjudicated to be so provided, in this note or
otherwise in connection with this loan transaction the provisions of this
paragraph shall govern and prevail, and neither Maker nor the sureties,
guarantors, successors or assigns of Maker shall be obligated to pay the excess
amount of such interest, or any other excess sum paid for the use, forbearance
or detention of sums loaned pursuant hereto. If for any reason interest in
excess of the Maximum Rate shall be deemed charged, required or permitted by any
court of competent jurisdiction, any such excess shall be applied as a payment
and reduction of the principal of indebtedness evidenced by this note; and, if
the principal amount hereof has been paid in full, any remaining excess shall
forthwith be paid to Maker.
If default be made in the payment of principal or interest under this note
and such default shall continue for three (3) Business Days after notice thereof
to Maker pursuant to the Agreement, as defined in the Agreement or upon the
occurrence of any other Event of Default, as such term is defined in the
Agreement, the holder hereof may, at its option, declare the entire unpaid
principal of and accrued interest on this note immediately due and payable
without additional notice, demand or presentment, all of which are hereby
waived, and upon such declaration, the same shall become and shall be
immediately due and payable, and the holder hereof shall have the right to
foreclose or otherwise enforce all liens or security interests securing any sum
or sums owed by the holder hereof to Maker. Failure of the holder hereof to
exercise this option shall not constitute a waiver of the right to exercise the
same upon the occurrence of a subsequent Event of Default.
______________
Initialled for
(Page 2 of a 4 Page Note) Identification
If the holder hereof expends any effort in any attempt to enforce payment
of all or any part or installment of any sum due the holder hereunder, or if
this note is placed in the hands of an attorney for collection, or if it is
collected through any legal proceedings, Maker agrees to pay all collection
costs and fees incurred by the holder, including reasonable attorneys' fees.
This note is performable in Houston, Xxxxxx County, Texas, and Maker and
each surety, guarantor, endorser and other party ever liable for payment of any
sums of money payable on this note, jointly and severally waive the right to be
sued hereon elsewhere. This note shall be governed by and construed in
accordance with the laws of the state of Texas and the applicable laws of the
United States of America.
Maker and each surety, guarantor, endorser and other party ever liable for
payment of any sums of money payable on this note jointly and severally waive
presentment and demand for payment, protest, notice of protest and non-payment
of dishonor, notice of acceleration, notice of intent to accelerate, notice of
intent to demand, diligence in collecting, and grace, and consent to all
extensions without notice for any period or periods of time and partial
payments, before or after maturity, without prejudice to the holder. Maker
acknowledges and understands that under the laws of the State of Texas, unless
waived, Maker has the right to notice of Payee's intent to accelerate the
indebtedness evidenced by this note, the right to notice of the actual
acceleration of the indebtedness evidenced by this note, and the right to
presentment of this note by Payee's demand for payment. Maker acknowledges that
it understands that it can waive these rights and by Maker's execution of this
note it agrees to waive its right to notice of intent to accelerate, its right
to notice of acceleration, and its right to presentment or other demand for
payment. The holder shall similarly have the right to deal in any way, at any
time, without one or more of the foregoing parties without notice to any other
party, and to grant any such party and extensions of time for payment of any of
said indebtedness, or to release part or all of the collateral securing this
note, or to grant any other indulgences or forbearances whatsoever, without
notice to any other party and without in any way affecting the personal
liability of any party hereunder.
This note is executed in renewal and rearrangement but not in novation or
discharge, of that certain Promissory Note dated October 1, 1995 in the original
principal amount of $1,278,000.00, executed by Maker for the benefit of Payee.
Maker hereby authorizes the holder hereof to endorse on the Schedule
attached to this note or any continuation thereof, all advances made to Maker
hereunder and all payments made on account of the principal thereof, which
endorsements shall be prima facie evidence as to the outstanding principal
amount of this note; provided, however, any failure by the holder hereof to make
endorsement shall not limit or otherwise affect the obligations of Maker under
the Agreement or this note.
______________
Initialled for
(Page 3 of a 4 Page Note) Identification
DRIL-QUIP (EUROPE) LIMITED
By:__________________________________
_______________________, Director
By:__________________________________
_______________________, Director
(Page 4 of a 4 Page Note)
