INCREMENTAL COMMITMENT AGREEMENT NORDEA BANK FINLAND PLC, NEW YORK BRANCH

Exhibit 10.2

INCREMENTAL COMMITMENT AGREEMENT

NORDEA BANK FINLAND PLC, NEW YORK BRANCH

000 Xxxxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

July 25, 2013

Xxxxxx Offshore Worldwide Limited

c/o 00000 Xxxx Xxx Xxxxx Xxxxx

Xxxxxxx, Xxxxx 00000

Attention: Xxxx Xxx

Tel. No.: (000) 000-0000

Fax No.: (000) 000-0000

re Incremental Commitment

Ladies and Gentlemen:

Reference is hereby made to that certain Credit Agreement, dated as of May 6, 2011, as amended as of November 23, 2011, as further amended on January 18, 2012 and as further amended on August 24, 2012, among Xxxxxx Oceanics, Inc., a Texas corporation (the “Parent”), Xxxxxx Offshore Worldwide Limited, a company formed under the laws of the Cayman Islands (the “Borrower”), the lenders from time to time party thereto (the “Lenders”) and Nordea Bank Finland plc, New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”) (as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement.

Each Lender (each a “2013 Incremental Lender”) party to this letter agreement (this “Agreement”) hereby severally agrees to provide the Incremental Commitment(s) set forth opposite its name on Annex I attached hereto (for each such Incremental Lender, its “2013 Incremental Commitment”) under an incremental revolving facility pursuant to Section 2.13 of the Credit Agreement (the “2013 Incremental Facility”). Each 2013 Incremental Commitment provided pursuant to this Agreement shall be subject to the terms and conditions set forth in the Credit Agreement, including Section 2.13 thereof; provided that (i) the “Applicable Margin” with respect to the 2013 Incremental Facility shall be equal to a percentage per annum determined in accordance with the pricing grid (the “Pricing Grid”) set forth on Annex II attached hereto based on the applicable corporate (or corporate family) ratings in respect of the Parent set forth in the Pricing Grid from each of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P” and, together with Moody’s, collectively, the “Ratings Agencies”) and (ii) notwithstanding anything to the contrary contained in the Credit Agreement,

the “Commitment Commission” under the Credit Agreement with respect to the 2013 Incremental Facility shall be computed at a rate per annum equal to 0.50% multiplied by the unutilized 2013 Incremental Commitment of any Non-Defaulting Lender with a 2013 Incremental Commitment as in effect from time to time.

Each 2013 Incremental Lender acknowledges and agrees that the 2013 Incremental Commitments provided pursuant to this Agreement, in the aggregate amount as set forth on Annex I hereto, shall constitute Incremental Commitments (as specified in said Annex I) under, and as defined in, the Credit Agreement. Each 2013 Incremental Lender further agrees that, with respect to the 2013 Incremental Commitments provided by it pursuant to this Agreement, such 2013 Incremental Lender shall receive an upfront fee as set forth in the letter agreement dated as of July 22, 2013 between the Parent, the Borrower and the Administrative Agent (the “Fee Letter”).

Each 2013 Incremental Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent, the Collateral Agent and the Security Trustee to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent, the Collateral Agent and the Security Trustee as the case may be, by the terms thereof, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the execution of a counterpart of this Agreement by the Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof, the payment of any fees (including, without limitation, the fees payable pursuant to the Fee Letter and the upfront fees payable pursuant to the immediately preceding paragraph) required in connection herewith and the satisfaction (or waiver) of the conditions precedent set forth in Annex III attached hereto and the satisfactory completion of KYC in compliance with each Lender’s internal policy, each 2013 Incremental Lender party hereto shall become a Lender pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents.

The Borrower hereby agrees that within thirty days after the date hereof, it shall deliver to the Administrative Agent two appraisal reports as of a recent date from two Approved Appraisers in form and substance reasonably satisfactory to the Administrative Agent stating the then current fair market value of the XXXXXX CONDOR.

You may accept this Agreement by signing the enclosed copies in the space provided below, and returning a counterpart (including by way of facsimile or other electronic transmission) of same to us before the close of business on July, 25, 2013. If you do not so accept this Agreement by such time, your 2013 Incremental Commitments set forth in this Agreement shall be deemed cancelled.

After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.12 of the Credit Agreement.

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

Very truly yours,
NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as a 2013 Incremental Lender
By		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Senior Vice President
By		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Vice President

Signature Page to Incremental Commitment Agreement

DNB BANK ASA, GRAND CAYMAN BRANCH, as a 2013 Incremental Lender
By		/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Senior Vice President
By		/s/ Stian Lovseth
		Name: Stian Lovseth
		Title: First Vice President

Signature Page to Incremental Commitment Agreement

HSBC BANK USA, N.A., as a 2013 Incremental Lender
By		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Vice President

Signature Page to Incremental Commitment Agreement

XXXXX FARGO BANK, N.A., as a 2013 Incremental Lender
By		/s/ T. Xxxx Xxxxx
		Name: T. Xxxx Xxxxx
		Title: Managing Director

Signature Page to Incremental Commitment Agreement

BNP PARIBAS SA, as a 2013 Incremental Lender
By		/s/ S. Berveros-Canpagne
		Name: S. Berveros-Canpagne
		Title: Head of Offshore
By		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Managing Director

Signature Page to Incremental Commitment Agreement

ING CAPITAL LLC, as a 2013 Incremental Lender
By		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Managing Director

Signature Page to Incremental Commitment Agreement

NIBC BANK N.V., as a 2013 Incremental Lender
By		/s/ Rob ten Heggeler
		Name: Rob ten Heggeler
		Title: Member of the Managing Board
By		/s/ Jeroen van der Putten
		Name: Jeroen van der Putten
		Title: Associate Director

Signature Page to Incremental Commitment Agreement

REGIONS BANK, as a 2013 Incremental Lender
By		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Vice President

Signature Page to Incremental Commitment Agreement

SKANDINAVISKA ENSKILDA XXXXXX XX, as a 2013 Incremental Lender
By		/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title:
By		/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title:

Signature Page to Incremental Commitment Agreement

BARCLAYS BANK PLC, as a 2013 Incremental Lender
By		/s/ Xxxxxxx X. Xxxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxxx
		Title: Vice President

Signature Page to Incremental Commitment Agreement

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a 2013 Incremental Lender
By		/s/ Xxxxxxx Xxxxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxxxx
		Title: Authorized Signatory
By		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Authorized Signatory

Signature Page to Incremental Commitment Agreement

Agreed and Accepted
this 25th day of July, 2013:
XXXXXX OFFSHORE WORLDWIDE LIMITED
By:		/s/ Hiew Yoke Lan
		Name: Hiew Yoke Lan
		Title: Director
NORDEA BANK FINLAND PLC, NEW YORK BRANCH,     as Administrative Agent
By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Senior Vice President
By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Vice President

Signature Page to Incremental Commitment Agreement

ANNEX I

Name of Lender		Incremental Commitment
Nordea Bank Finland plc, New York Branch		$	50,000,000
DNB Bank ASA, Grand Cayman Branch		$	35,000,000
HSBC Bank USA, N.A.		$	35,000,000
Xxxxx Fargo Bank, N.A.		$	35,000,000
BNP Paribas SA		$	30,000,000
ING Capital LLC		$	30,000,000
NIBC Bank N.V.		$	30,000,000
Regions Bank		$	30,000,000
Skandinaviska Enskilda Xxxxxx XX		$	30,000,000
Barclays Bank PLC		$	25,000,000
Credit Suisse AG, Cayman Islands Branch		$	20,000,000
Total		$	350,000,000

ANNEX II

Applicable Credit Ratings levels assigned by the Ratings Agencies		Applicable Margin
Category 1			2.00	%
Equal to or greater than BBB- and Baa3
Category 2			2.125	%
BB+ and Ba1
Category 3			2.25	%
Less than or equal to BB and Ba2 (or no Applicable Credit Rating is available from either Rating Agency)

For purposes of the foregoing, (i) if either Moody’s or S&P shall not have in effect a corporate (or corporate family) rating in respect of the Parent (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 3; (ii) if the ratings established or deemed to have been established by Moody’s and S&P for the Parent shall fall within different Categories, the Applicable Margin shall be based on the higher (the highest category being Category 1) of the two ratings unless one of the two ratings is two or more ratings lower than the other, in which case the Applicable Margin shall be determined by reference to the Category next below that of the higher of the two ratings; and (iii) if the ratings established or deemed to have been established by Moody’s and S&P in respect of the Parent shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend the definition of “Applicable Margin” to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating most recently in effect prior to such change or cessation. The Borrower will furnish to the Administrative Agent promptly after Moody’s or S&P shall have announced a change in the rating established or deemed to have been established, written notice of such rating change.

ANNEX III

The effectiveness of this Agreement shall be subject the satisfaction of the conditions precedent for the incurrence of Incremental Commitments as set forth in Section 2.13 of the Credit Agreement, including, but not limited to the following:

(a) the XXXXXX CONDOR shall have been delivered to Alpha International Drilling Company S.á x.x. and shall have been pledged as a Collateral Rig pursuant to the terms of the Credit Agreement;

(b) the Collateral and Guaranty Requirements with respect to the pledging of the XXXXXX CONDOR shall have been satisfied and each Credit Document with respect to the XXXXXX CONDOR and Alpha International Drilling Company S.á x.x. shall be in full force and effect;

(c) the Incremental Availability Date shall have occurred;

(d) each Credit Document with respect to Xxxxxx Offshore (Gibraltar) Limited shall be in full force and effect;

(e) the Borrower and each Lender which agrees to provide a 2013 Incremental Commitment shall execute and deliver to the Administrative Agent a counterpart of this Agreement; and

(f) the satisfaction of such other Collateral and Guaranty Requirements as may be required pursuant to the Credit Agreement.