Other Amendments to Credit Agreement. Effective as of the Amendment No. 1 Effective Date, the Required Lenders after giving effect to the exchange of Term B Loans into Term B-1 Loans and the borrowing of the Additional Term B-1 Loans hereby agree as follows:
(a) The definition of “All-In Yield” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:
Other Amendments to Credit Agreement. (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order:
Other Amendments to Credit Agreement. Effective as of the Amendment No. 3 Effective Date, the Required Lenders after giving effect to the conversion of Existing Term Loans into Term B-3 Loans and the borrowing of the Additional Term B-3 Loans, and the Required Revolving Lenders, hereby agree as follows:
(a) The following defined terms shall be added to Section 1.01 of the Credit Agreement in alphabetical order:
Other Amendments to Credit Agreement. Effective as of the Amendment No. 8 Effective Date, Holdco, the Borrower and each of the Administrative Agent, the Amendment No. 8 Extending Term Lenders and the Additional Refinancing Lenders (after giving effect to the exchange of Tranche B-3 Term Loans, Tranche B-5 Term Loans and Euro Tranche B Term Loans into, or the funding of, Tranche B-6 Term Loans and Euro Tranche B-1 Term Loans, as applicable, by the applicable Amendment No. 8 Extending Term Lenders (it being understood that each Amendment No. 8 Extending Term Lender consents to the amendments in this Section 2 with respect to the aggregate principal amount of its Tranche B-3 Term Loans, Tranche B-5 Term Loans and Euro Tranche B Term Loans immediately prior to the Amendment No. 8 Effective Date, notwithstanding the fact that such Amendment No. 8 Extending Term Lender may (i) choose not to extend certain Classes of its existing Term Loans pursuant to this Amendment and (ii) receive a smaller allocation of Extended Term Loans from the Joint Lead Arrangers) and Additional Refinancing Lenders and the repayment of the Tranche B-3 Term Loans, Tranche B-5 Term Loans and Euro Tranche B Term Loans), which collectively constitute the Required Lenders, hereby agrees that the Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is amended to add the following definitions:
Other Amendments to Credit Agreement. (a) The cover page of the Credit Agreement and the first paragraph of the Credit Agreement are amended as of the Settlement Time by deleting the word "Secured" in the title of the Credit Agreement, by inserting as of the date hereof the clause "Transocean Offshore Inc., formerly known as" before the word "Sonat" in each of thereof and by deleting as of the date hereof the word "and" after the name "Royal Bank of Canada" and by inserting the clause "and Bank of Tokyo-Mitsubishi, Ltd., Houston Agency" after the name Xxxxx Fargo Bank (Texas), National Association in each of thereof.
(b) Section 2.3 of the Credit Agreement is hereby deleted in its entirety and replaced with the clause "Intentionally deleted".
(c) Section 2.4 of the Credit Agreement is hereby amended to delete the word "both" in the first line thereof and the clause "and Term Loans" in the second line thereof.
(d) Section 2.5 of the Credit Agreement is hereby amended by deleting the clause "for the Term Loans and" in the twenty-second line of subsection (a) thereof, by deleting the clause "(except they shall count as two different Interest Periods if both Revolving Loans and Term Loans are involved)" in the twenty-eighth line of subsection (a) thereof and by deleting the last sentence of subsection (f) thereof.
(e) Clause (ii) of Section 2.6 of the Credit Agreement is hereby (i) amended by changing all references therein to "Term Loans" to "Revolving Loans", by changing the clause "an Amortization Date" to "the last Business Day of any calendar quarter" and by changing all references therein to "such Amortization Date" to "such last Business Day" and (ii) deleted in its entirety and replaced with the clause "Intentionally deleted" as of the Settlement Time.
Other Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 5 hereof, the Credit Agreement is amended as follows:
(a) Exhibit N is hereby deleted in its entirety and replaced with a new Exhibit N substantially in the form of Annex A hereto.
(b) The Schedules to the Credit Agreement are hereby amended to include items listed on the schedule modifications pursuant to the First Amendment.
(c) The following new definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:
Other Amendments to Credit Agreement. (a) Exhibit G hereto is hereby added as Exhibit G to the Amended Credit Agreement.
(b) A new definition is hereby added to Section 1.01, in appropriate alphabetical order, as follows:
Other Amendments to Credit Agreement. Effective as of the Second Amendment Effective Date, with the consent of the Required Lenders determined after giving effect to the exchange of Term B-1 Loans into Term B-2 Loans and the effectiveness of Additional Term B-2 Loans:
(a) Section 1.01 of the Credit Agreement is hereby amended to amend and restate the following definitions in their entirety to read as follows:
Other Amendments to Credit Agreement. Effective as of the Amendment No. 2 Effective Date, the Required Lenders after giving effect to the exchange of Term B-1 Loans into Term B-2 Loans and the borrowing of the Additional Term B-2 Loans hereby agree as follows:
(a) Paragraph (b) of Section 6.01 of the Credit Agreement is hereby amended by deleting such paragraph in its entirety and replacing it with the following:
(b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year of the Borrower then ended, and the related statement of cash flows for the portion of the fiscal year of the Borrower then ended, setting forth in each case in comparative form the figures as at the end of the previous fiscal year or for the corresponding fiscal quarter or corresponding portion of the previous fiscal year, as applicable, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;”
Other Amendments to Credit Agreement. Effective as of the Amendment No. 1 Effective Date, the Required Lenders after giving effect to the borrowing of the Term B-1 Loans hereby agree as follows:
(a) The definition of “Revolving Credit Commitment” in Section 1.01 of the Credit Agreement is hereby amended by replacing the last sentence thereof with the following: “The aggregate amount of the Revolving Credit Commitments of the Lenders on the Amendment No. 1 Effective Date is $75,000,000.”
(b) Section 2.14(a) of the Credit Agreement is hereby amended by replacing the reference in clause (ii) to “$25,000,000 or any whole multiple of $500,000 in excess thereof” therein with the following: “(x) $25,000,000 or any whole multiple of $500,000 in excess thereof in respect of Additional Term Commitments and (y) $10,000,000 or any whole multiple of $500,000 in excess thereof in respect of Additional Revolving Credit Commitments”.
(c) Section 7.03(g) of the Credit Agreement is hereby amended by replacing the reference in clause (ii)(B)(y) to “5.75:1.00” therein with “6.00:1.00”.
(d) Section 7.06(d) of the Credit Agreement is hereby amended by replacing the reference in clause (y)(ii) to “5.00:1.00” therein with “5.50:1.00”.
(e) Section 7.14(b) of the Credit Agreement is hereby amended by replacing the reference in clause (i)(w) to “$35,000,000” therein with “$100,000,000”.
(f) Schedule 2.01 of the Credit Agreement is hereby amended by deleting such Schedule and replacing it with Schedule 1 attached hereto.
