{"id":41311,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/senior-loan-agreement-bridge-facility-boots-coots2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"senior-loan-agreement-bridge-facility-boots-coots2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/senior-loan-agreement-bridge-facility-boots-coots2.html","title":{"rendered":"Senior Loan Agreement (Bridge Facility) &#8211; Boots &#038; Coots International Well Control Inc. and The Prudential Insurance Co. of America"},"content":{"rendered":"<pre>                              FIRST AMENDMENT TO\n\n                    SENIOR LOAN AGREEMENT (BRIDGE FACILITY)\n\n     THIS FIRST AMENDMENT TO SENIOR LOAN AGREEMENT (BRIDGE FACILITY) (this\n'AMENDMENT'), dated as of July 23, 1998, is by and between BOOTS &amp; COOTS\nINTERNATIONAL WELL CONTROL, INC., a Delaware corporation ( the 'BORROWER') and\nTHE PRUDENTIAL INSURANCE COMPANY OF AMERICA (the 'LENDER').\n\n     WHEREAS, the Borrower entered into that certain Senior Loan Agreement\n(Bridge Facility), dated as of July 6, 1998 (the 'ORIGINAL AGREEMENT'), with\nPrudential Securities Credit Corporation ('PSCC'), pursuant to which, upon the\nterms and conditions therein set forth, PSCC agreed to lend to the Borrower the\nprincipal sum of $5,000,000, which principal indebtedness is evidenced by that\ncertain promissory note of the Borrower in the principal amount of $5,000,000\n(such promissory note being herein referred to as the 'ORIGINAL NOTE');  and\n\n     WHEREAS, Lender acquired the Original Note from PSCC and in connection\ntherewith PSCC assigned to Lender all of PSCC's rights, interest and title in\nand to the Original Agreement; and\n\n     WHEREAS, Borrower and Lender have executed that Subordinated Note and\nWarrant Purchase Agreement, dated as of July 23, 1998 (the 'SUBORDINATED NOTE\nAGREEMENT'), and hereby desire to amend the Original Agreement to (i) reflect\nthe acquisition of the Original Note by Lender from PSCC and to reflect the\nLender's acquisition of PSCC's rights, title and interest in and to the Original\nAgreement and (ii) increase the amount to be lent to Borrower under the Original\nAgreement to the aggregate principal sum of $15,000,000, which principal\nindebtedness will be evidenced by a promissory note or notes of Borrower.\n\n     NOW THEREFORE, the Borrower and Lender agree as follows:\n\n     1.  AMENDMENTS TO THE ORIGINAL AGREEMENT.  The Original Agreement is hereby\namended as follows:\n\n     (a) The term 'PRUDENTIAL' (as defined in the Preamble to the Original\nAgreement) shall mean 'The Prudential Insurance Company of America.'\n\n     (b) The definition 'ASSIGNMENT AND OPTION AGREEMENT' in Section 1.01 is\namended by adding the following to the end of the definition:  'including any\nsubsequent amendments to such agreement.'\n\n     (c) The definition of 'COMMITMENT' in Section 1.01 is amended to replace\nthe reference to '$5,000,000' with '$15,000,000.'\n\n \n                                                                          Page 2\n\n     (d) The definition of 'Confidential Information' in Section 1.01 is amended\nto read as follows,  'Confidential Information' means any material non-public\ninformation regarding the Borrower or any of its Subsidiaries that is marked by\nthe Borrower as confidential and is provided to the holder of the Note, any\nPerson that purchases a participation in the Note or any offeree of the Note or\nof a participation therein pursuant to this Agreement, other than information\n(i) that was publicly known or otherwise know to such holder, such Person or\nsuch offeree at the time of disclosure, (ii) that subsequently becomes publicly\nknown through no act or omission of such holder, such Person or such offeree or\n(iii) that otherwise becomes known to such holder, such Person or such offeree\nother than disclosure by the Borrower or any Subsidiary.\n\n     (e) The definition of 'LOAN DOCUMENTS' in Section 1.01 is amended to add\nthe following clause after the end of the definition:  'including (where the\ncontext allows) all subsequent amendments of any of the foregoing documents.'\n\n     (f) The definition of 'SECURITY AGREEMENT AMENDMENTS' in Section 1.01 is\nreplaced in its entirety with the following:\n\n               'SECURITY AGREEMENT AMENDMENTS' means the First, Second and Third\n          Amendments to the Security Agreements executed by the Borrower and the\n          Guarantors, as applicable.'\n\n     (g) The definition of 'STOCK PLEDGE AGREEMENT AMENDMENTS' in Section 1.01\nis replaced in its entirety with the following:\n\n               'STOCK PLEDGE AGREEMENT AMENDMENTS' means the First and Second\n          Amendment to Stock Pledge Agreement executed by IWC Services, Inc. and\n          the First, Second and Third Amendments to the Stock Pledge Agreement\n          executed by the Borrower.'\n\n     (h) The clause in Section 2.11 following the '(ii)' is amended in its\nentirety to read as follows:\n\n            '(ii) for working capital purposes (but only to the extent of any\n          excess over the amounts paid under clause (i) of this Section 2.11),\n          including any acquisitions as are acceptable to the Required Lenders.'\n\n     (i) Section 5.02(f) is amended by deleting the 'and' after the (i) clause,\ndeleting the period after the (ii) clause and replacing it with ';  and' and by\nadding the following clause:\n\n          '(iii)  any investment to be made pursuant to that certain Stock\n          Purchase Agreement, dated as of June 22, 1998, by and among Elmagco,\n          Inc., Begemann, Inc. and Borrower.'\n\n     (j) Section 7.02(b) is deleted in its entirety and replaced with the\nfollowing:\n\n \n                                                                          Page 3\n\n               '(b)  if to Prudential, to it at The Prudential Insurance Company\n          of America, c\/o Prudential Capital Group, 2200 Ross Avenue, Suite\n          4200E, Dallas, Texas 75201, Attn: Managing Director, telephone: (214)\n          720-6200, telecopier: (214) 720-6299;  and'\n\n     (k) A new Section 7.12 is added, after Section 7.11, to read as follows:\n\n               7.12  DISCLOSURE TO OTHER PERSONS. Except as provided in the\n          second sentence of this Section 7.12, each holder of the Note and each\n          Person that purchases a participation in the Note or any part thereof\n          agrees that it will hold in confidence in accordance with such\n          procedures such holder or Person applies generally to the information\n          of this kind and not to disclose any Confidential Information provided\n          by the Borrower or any Subsidiary; provided that such holder or Person\n          will be free, after notice to the Borrower, to correct any false or\n          misleading information which may become public concerning the\n          relationship of such holder or Person to the Borrower.  The Borrower\n          acknowledges that the holder of any Note may deliver copies of any\n          financial statements and other documents or materials delivered to\n          such holder, and disclose any other information disclosed to such\n          holder, and disclose any other information disclosed to such holder,\n          by or on behalf of the Borrower or any Subsidiary in connection with\n          or pursuant to this Agreement or the other Loan Documents to (i) such\n          holder's directors, officers, employees, agents and professional\n          consultants, (ii) any other holder of any Note, (iii) any Person to\n          which such holder offers to sell such Note or any part thereof, (iv)\n          any Person to which such holder sells or offers to sell a\n          participation in all or any part of such Note, (v) any Person from\n          which such holder offers to purchase any security of the Borrower,\n          (vi) any federal or state regulatory authority having jurisdiction\n          over such holder, (vii) the National Association of Insurance\n          Commissioners or any similar organization or (viii) any other Person\n          to which such delivery or disclosure may be necessary or appropriate\n          (a) in compliance with any law, rule, regulation or order applicable\n          to such holder, (b) in response to any subpoena or other legal process\n          or informal investigative demand or (c) in connection with any\n          litigation to which such holder is a party.  Each holder of the Note\n          agrees to use confidential information for internal purposes only. As\n          used herein, 'Confidential Information' means any material non-public\n          information regarding the Borrower or any of its Subsidiaries that is\n          marked by the Borrower as confidential and is provided to the holder\n          of the Note, any Person that purchases a participation in the Note or\n          any offeree of the Note or of a participation therein pursuant to this\n          Agreement, other than information (i) that was publicly known or\n          otherwise known to such holder, such Person or such offeree at the\n          time of disclosure, (ii) that subsequently becomes publicly known\n          through no act or omission of such holder, such Person or such offeree\n          or (iii) that otherwise becomes known to such holder, such Person or\n          such offeree other than through disclosure by the Borrower or any\n          Subsidiary.\n\n     (l) The Form of Promissory Note at Exhibit A attached hereto hereby\nreplaces Exhibit A to the Original Agreement.\n\n \n                                                                          Page 4\n\n     (m) Schedule 3.01(f) is amended to add the following sentence:\n\n          'All Debt incurred by the Borrower pursuant to or permitted under the\n          terms of that certain Subordinated Note and Warrant Purchase\n          Agreement, dated as of July 23, 1998, by and between Borrower and\n          Lender.'\n\n     (n) Schedule 5.02(a) is amended to add the following sentence:\n\n          'Liens securing Debt incurred by the Borrower pursuant to or permitted\n          under the terms of that certain Subordinated Note and Warrant Purchase\n          Agreement, dated as of July 23, 1998, by and between Borrower and\n          Lender.'\n\n     2.   REAFFIRMATION OF AGREEMENT.  This Amendment shall be deemed to be an\namendment to the Original Agreement, and the Original Agreement, as amended\nhereby, is hereby ratified, approved and confirmed in each and every respect.\nBorrower hereby acknowledges that it is bound by the provisions of the Original\nAgreement, as amended hereby, without defense, setoff or counterclaim, and\nrepresents that there exists no Event of Default under the Original Agreement as\namended hereby. All references to the Original Agreement in the Original\nAgreement and the other Loan Documents (as defined in the Original Agreement,\nbut excluding this Amendment) shall hereafter be deemed to refer to the Original\nAgreement, as amended hereby.  Additionally, all references to the Original\nAgreement in the Subordinated Note Agreement and the other Subordinated Note\nDocuments (as defined in the Subordinated Note Agreement) shall be deemed to\nrefer to the Original Agreement, as amended hereby.\n\n     3.   SUCCESSORS AND ASSIGNS.  This Amendment shall be binding upon and\ninure to the benefit of the Borrower and the Lender and their respective\nsuccessors and assigns, except that the Borrower may not assign any of its\nrights or obligations under the Original Agreement, as amended by this\nAmendment, except to the extent permitted therein.\n\n     4.   HEADINGS.  The headings, captions, and arrangements used in this\nAmendment are for convenience only and shall not affect the interpretation of\nthis Amendment.\n\n     5.   GOVERNING LAW; SUBMISSION TO JURISDICTION.  THIS AMENDMENT SHALL BE\nCONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL\nBE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW\nPRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE\nLAWS OF A JURISDICTION OTHER THAN SUCH STATE. THE BORROWER HEREBY SUBMITS TO THE\nJURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK LOCATED IN NEW YORK\nCOUNTY, NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT\nOF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO SOLE AND ABSOLUTE ELECTION\nOF THE LENDER AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL\n\n \n                                                                          Page 5\n\nACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT\nSHALL BE LITIGATED IN SUCH COURTS, AND THE BORROWER WAIVES ANY OBJECTION WHICH\nIT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF\nANY PROCEEDING IN ANY SUCH COURTS. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY\nWAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM\n(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY\nOF THE LOAN DOCUMENTS OR THE ACTIONS OF ANY LENDER IN THE NEGOTIATION,\nADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.\n\n     6.   COUNTERPARTS.  This Amendment may be executed in any number of\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n     7.   SEVERABILITY.  Any provision of this Amendment which is prohibited or\nunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective\nto the extent of such prohibition or unenforceability without invalidating the\nremaining provisions of this Amendment, and any such prohibition or\nunenforceability in any jurisdiction shall not invalidate or render\nunenforceable such provision in any other jurisdiction.\n\n\n\n                  [Remainder of page intentionally left blank]\n\n \n                                                                          Page 6\n\n  IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of\nthe day and year first written above.\n\n                             BORROWER:\n      \n                             BOOTS &amp; COOTS INTERNATIONAL WELL CONTROL, INC.\n      \n      \n      \n                             By:\n                                Name:\n                                Title:\n      \n      \n                             LENDER:\n      \n                             THE PRUDENTIAL INSURANCE COMPANY OF AMERICA\n      \n      \n      \n                             By:\n                                Name:\n                                Title:\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924,8598],"corporate_contracts_industries":[9445,9413],"corporate_contracts_types":[9560,9567],"class_list":["post-41311","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_companies-prudential-financial-inc","corporate_contracts_industries-insurance__life","corporate_contracts_industries-energy__services","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41311","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41311"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41311"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41311"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41311"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}