Exhibit 10.7
SECOND AMENDMENT TO
CREDIT AGREEMENT
This Second Amendment to Credit Agreement (the "Second Amendment"), dated
as of December 13, 1995 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:
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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 (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 MILLION AND NO/100 DOLLARS ($20,000,000.00)
and extended to October 1, 1997 and Lender has agreed to such increase and
extension; and
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 Second
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
$20,000,000.00 made by Lender to Parent and governed by
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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 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 MILLION AND NO/100
DOLLARS ($20,000,000.00), 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 G 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 October 1, 1997, 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
thereof:
"Term Note" means the promissory note described in Section 3.01
hereof in favor of Lender in substantially the form of Exhibit H
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:
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 October 1, 1995. The principal of the
Revolving Credit Loan
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shall be due and payable on the Revolving Credit Termination
Date. Effective October 1, 1995, 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
January, April, July and October commencing on January 1, 1996,
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:
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 ONE MILLION TWO HUNDRED SEVENTY-EIGHT
THOUSAND AND NO/100 DOLLARS ($1,278,000.00) to be effective
October 1, 1995, which amount represents a renewal and
rearrangement of the principal indebtedness evidenced by that
certain Promissory Note dated March 30, 1994 in
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the principal amount of $1,704,000.00 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 of even date herewith. The principal
of the Term Loan, plus accrued and unpaid interest thereon, shall
be due and payable in:
(a) seven (7) 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
January 1, 1996 and like installments being due and payable on
the first day of each succeeding third calendar month thereafter
through and including July 1, 1997; and
(b) a final installment due and payable on October 1, 1997
in an amount equal to the remaining unpaid principal amount
outstanding on the Term Loan, together with all accrued and
unpaid interest.
Effective October 1, 1995, 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
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.
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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 October 1, 1995 in the principal amount of
$20,000,000.00 executed by Borrower to the order of Lender, after
execution and delivery being the Revolving Credit Note;
(b) Promissory Note dated October 1, 1995 in the principal amount of
$1,278,000.00 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 Second
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 Second
Amendment; and
(f) A favorable opinion of legal counsel to Borrower.
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 Second 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 Second Amendment. Any of the terms
used in this Second 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 Second Amendment, all of the terms, provisions, covenants,
warranties and agreements contained in the Credit Agreement shall remain in full
force and effect.
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6. Applicable Law. This Second 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 Second
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 Second 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 Second 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
By:
Printed Name:
Title: Director
LENDER:
BANK ONE, TEXAS, NATIONAL
ASSOCIATION
By: __________________________________
Xxxx X. Xxxxx
Senior Vice President
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EXHIBIT G
PROMISSORY NOTE
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$20,000,000.00 Houston, Texas October 1, 1995
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 October 1, 1997, in
lawful money of the United States of America, the principal sum of TWENTY
MILLION AND NO/100 DOLLARS ($20,000,000.00), 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 January,
April, July and October commencing on January 1, 1996, 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.
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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 and that certain
Second Amendment to Credit Agreement dated December 13, 1995 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.
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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 December 20, 1994, in the
original principal amount of $17,000,000.00, 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.
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XXXX-XXXX (EUROPE) LIMITED
By: _________________________________
Printed Name: _______________________
Title: Director
By: _________________________________
Printed Name: _______________________
Title: Director
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EXHIBIT H
PROMISSORY NOTE
$1,278,000.00 Houston, Texas October 1, 1995
FOR VALUE RECEIVED, the undersigned, DRIL-QUIP (EUROPE) LIMITED, a private
limited company formed under the Companies Act of the United Kingdom 1948,
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 October 1, 1997, in lawful
money of the United States of America, the principal sum of ONE MILLION TWO
HUNDRED SEVENTY-EIGHT THOUSAND AND NO/100 DOLLARS ($1,278,000.00), plus accrued
and unpaid interest thereon as hereinafter calculated, as follows:
(a) seven (7) 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 January 1, 1996, and like successive installments of principal
plus accrued and unpaid interest due and payable on the 1st day of each
succeeding April, July, October and January thereafter, through and
including July 1, 1997; and
(b) an eighth (8th) and final installment in the amount of all
outstanding principal plus accrued and unpaid interest due and payable on
the maturity of this note, October 1, 1997.
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
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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.
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 and that
certain Second Amendment to Credit Agreement dated December 13, 1995 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
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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.
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 March 30, 1994 in the original
principal amount of $1,704,000.00, 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
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make endorsement shall not limit or otherwise affect the obligations of Maker
under the Agreement or this note.
DRIL-QUIP (EUROPE) LIMITED
By: __________________________________
___________________, Director
By: __________________________________
___________________, Director
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