a signature page of this Agreement by telecopy or electronically in a portable
document format (i.e., "pdf") shall be effective as delivery of a manually
executed counterpart of this Agreement. For the avoidance of doubt,
Section 9.06(b) of the 2011 Credit Agreement is hereby incorporated herein by
reference.
SECTION 6.05 Governing Law; Jurisdiction; Etc.
(a) Governing Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS,
CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR
OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH
THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b) For the avoidance of doubt, Sections 9.09 (b) through (e) of the 2011 Credit
Agreement are hereby incorporated herein by reference.
SECTION 6.06 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
SECTION 6.07 USA Patriot Act Notice. Each Lender and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies each Loan Party
that pursuant to the requirements of the USA Patriot Act, it is required to
obtain, verify and record information that identifies each Loan Party, which
information includes the name, taxpayer identification number and business
address of such Loan Party and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify such Loan Party in
accordance with the USA Patriot Act. The Administrative Agent may also ask to
see the legal organizational documents or other identifying documents of the
Borrower.
IN WITNESS WHEREOF, the parties to this Agreement have caused it to be signed by
their respective duly authorized officers.
Borrower:
LUFKIN INDUSTRIES, INC.
Name:
/s/ Christopher L. Boone
Christopher L. Boone,
Chief Financial Officer and Vice President
Address of principal place of business:
601 S. Raguet St.
Lufkin, TX75902
Taxpayer Identification Number:
75-0404410
Lufkin Industries 2012 Short-Term Credit Agreement
Signature page for Borrower
Commitment:
$10,000,000
Administrative Agent/Lender:
JPMORGAN CHASE BANK, N.A.
By:
/s/ Sallye Cielencki
Name:
Sallye Cielencki
Title:
VP / Underwriter III
Address for Notice:
JPMorgan Chase Bank, N.A.
Loan and Agency Services Group
1 Chase Tower, 10 S. Dearborn,