EX-10.2 4 d00495exv10w2.txt REVOLVING LOAN PROMISSORY NOTE EXHIBIT 10.2 REVOLVING LOAN PROMISSORY NOTE July 26, 2002 $100,000,000 FOR VALUE RECEIVED, the undersigned Companies (each a "COMPANY" and, collectively, the "COMPANIES"), promise, jointly and severally, to pay to the order of THE CIT GROUP/BUSINESS CREDIT, INC. (herein "CITBC"), as Agent for the Lenders under a certain Amended and Restated Loan and Security Agreement dated July 26, 2002 between CITBC as Agent and Lender, other Lenders parties thereto and each Company, as amended from time to time (herein the "AGREEMENT") at its office located at 1211 Avenue of the Americas, New York, New York 10036, or such other address as may be designated by the Agent, in lawful money of the United States of America and in immediately available funds, the principal amount of One Hundred Million and No/100 Dollars ($100,000,000), or such other principal amount advanced pursuant to Section 3, Paragraph 1 or Section 4 of the Agreement. The balance of such Revolving Loan will fluctuate as a result of the daily application of the proceeds of collections of the Accounts and the making of additional Revolving Loans as described in said Section 3 or Section 4 of the Agreement. The Revolving Loans may be borrowed, repaid and reborrowed by any Company, subject to the terms of the Agreement. A final payment in an amount equal to the outstanding aggregate balance of principal and interest remaining unpaid, if any, under this Revolving Loan Promissory Note as shown on the books and records of the Agent shall be due and payable upon any termination of the Agreement. All capitalized terms used herein shall have the meaning provided therefor in the Agreement, unless otherwise defined herein. The Companies further promise, jointly and severally, to pay interest at such office, in like money, on the unpaid principal amount owing hereunder from time to time from the date hereof on the dates and at the rates specified in Section 8, Paragraph 1 of the Agreement. If any payment on this Revolving Loan Promissory Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. This Revolving Loan Promissory Note is a Revolving Loan Promissory Note referred to in the Agreement, and is subject to, and entitled to, all provisions and benefits thereof and is subject to optional and mandatory prepayment, in whole or in part, as provided therein. The date and amount of the advance(s) made hereunder may be recorded on the schedule which is attached hereto and hereby made part of this Note or the separate ledgers maintained by the Agent, provided that any failure to record any such information on such schedule shall not in any manner affect the obligation of any Company to make payments of principal and interest in accordance with the terms of this Revolving Loan Promissory Note. The aggregate unpaid principal amount of all advances made pursuant hereto may be set forth in the balance column on said schedule or such UTI - REVOLVING LOAN PROMISSORY NOTE 1 EXHIBIT 10.2 ledgers maintained by the Agent. All such advances, whether or not so recorded, shall be due as part of this Revolving Loan Promissory Note. Each Company confirms that any amount received by or paid to the Agent in connection with this Agreement and/or any balances standing to its credit on any of its accounts on the Agent's books under this Agreement may in accordance with the terms of this Agreement be applied in reduction of this Revolving Loan Promissory Note, but no balance or amounts shall be deemed to effect payment in whole or in part of this Revolving Loan Promissory Note unless the Agent shall have actually charged such account or accounts for the purposes of such reduction or payment of this Revolving Loan Promissory Note. Upon the occurrence and during the continuance of any one or more of the Events of Default specified in the Agreement or upon termination of this Agreement, all amounts then remaining unpaid on this Revolving Loan Promissory Note may become, or be declared to be, immediately due and payable as provided in the Agreement. Each Company and the Guarantors, sureties and endorsers jointly and severally waive grace, demand, presentment for payment, notice of dishonor or default, notice of intent to accelerate, notice of acceleration, protest and diligence in collecting this Revolving Loan Promissory Note. This Revolving Loan Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York and the applicable federal laws of the United States. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] UTI - REVOLVING LOAN PROMISSORY NOTE 2 EXHIBIT 10.2 This Revolving Loan Promissory Note is given in amendment, replacement and substitution, but not extinguishment, of all amounts unpaid under that certain Revolving Loan Promissory Note dated June 29, 2001 payable by the Companies to the order of CITBC as Agent for the Lenders in the stated principal amount of $100,000,000.00. COMPANIES: UTI DRILLING, L.P. UTI MANAGEMENT SERVICES, L.P. By: Utico Hard Rock Boring, Inc., the sole general partner of UTI Drilling, L.P. and UTI Management Services, L.P. By: ------------------------------------- Name: Jonathan D. Nelson Title: Vice President NORTON DRILLING, L.P. By: Norton GP, L.L.C., its sole general partner By: Norton Drilling Services, Inc., as Sole Member of Norton GP, L.L.C. By: ------------------------------------- Name: Jonathan D. Nelson Title: Vice President-Finance UNIVERSAL WELL SERVICES, INC. SUITS DRILLING COMPANY By: ------------------------------------- Name: Jonathan D. Nelson Title: Vice President of each of the foregoing Companies PATTERSON-UTI DRILLING COMPANY LP, LLLP LONE STAR MUD LP, LLLP AMBAR DRILLING FLUIDS LP, LLLP By: Patterson (GP) LLC, general partner of each of the foregoing Companies By: ------------------------------------- Name: Jonathan D. Nelson Title: Vice President-Finance PATTERSON-UTI DRILLING COMPANY SOUTH LP, LLLP PATTERSON-UTI DRILLING COMPANY WEST LP, LLLP By: Patterson (GP2) LLC., general partner of each of the foregoing Companies By: ------------------------------------- Name: Jonathan D. Nelson Title: Vice President-Finance UTI - REVOLVING LOAN PROMISSORY NOTE 3 EXHIBIT 10.2 SCHEDULE TO GRID
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UTI - REVOLVING LOAN PROMISSORY NOTE 4