EXHIBIT 4.3
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of
September 17, 1998, is by and among PETROLEUM SUPPLY COMPANY, PRIDE
INTERNATIONAL HOLDINGS, INC., RANGER WELL SERVICE, INC., PRIDE OFFSHORE, INC.,
and RANGER CORPORATION (each individually, a "BORROWER," and, collectively, the
"BORROWERS"), PRIDE INTERNATIONAL, INC., (the "PARENT GUARANTOR"), each of the
Lenders (as defined in the below-mentioned Credit Agreement) signatory hereto,
FIRST NATIONAL BANK OF COMMERCE, as arranger and syndication agent for the
Lenders (in such capacity, together with its successors in such capacity, the
"SYNDICATION AGENT"), and XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as
administrative and documentation agent for the Lenders and as issuer of Letters
of Credit (in such capacity, together with its successors in such capacity, the
"ADMINISTRATIVE AGENT").
R E C I T A L S:
WHEREAS, the Borrowers, the Parent Guarantor, the Agents, and the Lenders
signatory hereto entered into a Credit Agreement, dated as of December 22, 1997
(as amended as of April 24, 1998, the "CREDIT AGREEMENT"), pursuant to which the
Lenders made available to the Borrowers a revolving credit facility of up to
$100,000,000; and
WHEREAS, the Borrowers have requested that the Lenders and the Agents
agree to amend the Credit Agreement to permit (i) incurrence of certain Limited
Recourse Debt in connection with the construction, equipping and mobilization of
the PRIDE AFRICA ultra-deepwater drillship and (ii) incurrence of certain Debt
for owner-furnished equipment for the PRIDE AFRICA; and
WHEREAS, the Lenders and the Agents are willing to amend the Credit
Agreement as hereinafter provided; and
WHEREAS, the Borrowers, the Parent Guarantor, the Lenders and the Agents
now desire to amend the Credit Agreement as herein set forth.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECOND AMENDMENT TO CREDIT AGREEMENT - PAGE 1
ARTICLE I
DEFINITIONS
Section 1.1 DEFINITIONS. Capitalized terms used in this Amendment, to the
extent not otherwise defined herein, shall have the same meaning as in the
Credit Agreement, as amended hereby.
ARTICLE II
AMENDMENTS
Section 2.1 ADDITIONAL DEFINITIONS. Section 1.1 is amended as follows:
(a) by adding the following definitions in alphabetical order:
"PRIDE AFRICA LOAN" means the Debt, when coupled with outstanding
the PRIDE AFRICA OFE Loan not to exceed $198,000,000 of principal,
incurred or to be incurred by Xxxxxx Maritime Ltd., a special purpose
Subsidiary of the Parent Guarantor, pursuant to the PRIDE AFRICA Loan
Documents, the purpose of which PRIDE AFRICA Loan is to construct, equip
and mobilize the ultra-deepwater drillship PRIDE AFRICA.
"PRIDE AFRICA LOAN DOCUMENTS" means the Loan Agreement dated 10th
July, 1998 between Xxxxxx Maritime, Ltd., Compagnie Financiere de CIC et
de l'Union Europeene, as Arranger, Facility Agent and Security Trustee and
the banks and financial institutions that are "Lenders" thereunder and
related documents, a copy of which Loan Agreement and related documents
have been delivered to the Administrative Agent and its counsel.
"PRIDE AFRICA OFE LOAN" means Debt incurred or to be incurred by the
Parent Guarantor, not to exceed $110,000,000 of principal, pursuant to the
PRIDE AFRICA OFE Loan Documents, the purpose of which PRIDE AFRICA OFE
Loan is to finance the purchase of "Owner Furnish Equipment" (as defined
in the PRIDE AFRICA OFE Loan Documents).
"PRIDE AFRICA OFE LOAN DOCUMENTS" means the Loan Agreement dated
10th July, 1998 between the Parent Guarantor, Compagnie Financiere de CIC
et de l'Union Europeene, as Arranger, Facility Agent and Security Trustee
and the banks and financial institutions that are "Lenders" thereunder and
related documents, a copy of which Loan Agreement and related documents
have been delivered to the Administrative Agent and its counsel.
"PRIDE AFRICA INTERCOMPANY CAPITAL CONTRIBUTION" means $21,034,000
of principal Debt evidenced by (i) a promissory note issued by Sonamer
Limited to Pride Foramer, S.A. in connection with the sale price of the
ANADYR Hull Section to such issuer, and (ii) a promissory note issued by
Xxxxxx Maritime, Ltd. to Sonamer Limited in connection with the
SECOND AMENDMENT TO CREDIT AGREEMENT - PAGE 2
sale price of the ANADYR Hull Section to such issuer, each of which notes
is subject to a Deed of Subordination in favor of the Facility Agent under
the PRIDE AFRICA Loan Documents.
(b) by changing the definition of clause (a) of "Funded Debt" as
follows:
(i) deleting the word "and" in the penultimate line thereof
and inserting a comma in lieu thereof; and
(ii) adding the following words immediately before the word
"PLUS" in the last line thereof: "and the PRIDE AFRICA OFE Loan."
Section 2.2 AMENDMENT TO SECTION 2.9. Section 2.9 is amended by deleting
the reference to "$75,000,000" and inserting in lieu thereof a reference to
"$50,000,000."
Section 2.3 AMENDMENT TO ARTICLE IX. Article IX is amended by adding
thereto a new Section reading as follows:
"Section 9.11. YEAR 2000 MATTERS. Each Borrower shall perform all
acts reasonably necessary to ensure that (i) each Borrower and any
business in which such Borrower holds a substantial interest, and (ii) all
customers, suppliers and vendors that are material to such Borrower's
business, become Year 2000 Compliant in a timely manner. Such acts shall
include, without limitation, performing a comprehensive review and
assessment of all of a Borrower's systems and adopting a detailed plan,
with itemized budget, for the remediation, monitoring and testing of such
systems. As used in this Section, "Year 2000 Compliant" shall mean, in
regard to any entity, that all software, hardware, firmware, equipment,
goods or systems utilized by or material to the business operations or
financial condition of such entity will properly perform date sensitive
functions before, during and after the year 2000. Each Borrower shall,
immediately upon request, provide to the Administrative Agent such
certifications or other evidence of such Borrower's compliance with the
terms of this paragraph as may from time to time require."
Section 2.4 AMENDMENTS TO SECTION 10.1. Section 10.1 is amended by:
(a) adding the following at the end of clause (d): "PLUS the
PRIDE AFRICA Intercompany Capital Contribution;
(b) adding the following at the end of clause (f): "PLUS the PRIDE
AFRICA OFE Loan; and
(c) adding the following at the end of clause (g): "PLUS the
PRIDE AFRICA Loan.
Section 2.5 AMENDMENT TO ARTICLE X. Article X is amended by adding a new
Section numbered 10.12, reading as follows:
SECOND AMENDMENT TO CREDIT AGREEMENT - PAGE 3
"10.12 REGARDING THE PRIDE AFRICA OFE LOAN. Neither the Parent
Guarantor nor any Borrower will, and none of them will permit any
Subsidiary to, prepay the PRIDE AFRICA OFE Loan; PROVIDED, however, that
nothing contained in this covenant shall prohibit repayment of the PRIDE
AFRICA OFE Loan with proceeds of the PRIDE AFRICA Loan. None of the Parent
Guarantor, any Borrower, nor any Subsidiary (other than the Parent
Guarantor in request of the PRIDE AFRICA OFE Loan and the special purpose
Subsidiaries formed to be the obligor under the PRIDE AFRICA Loan) shall
Guarantee or otherwise become liable for the PRIDE AFRICA OFE Loan or the
PRIDE AFRICA Loan or grant any Lien on any other of their respective
properties or assets as collateral for the repayment thereof."
Section 2.6 AMENDMENT TO SECTION 12.1. Section 12.1 is amended by:
(a) adding the following after the word "Obligations" found in the
first parenthetical in clause (j): ", the PRIDE AFRICA Intercompany
Capital Contribution"; and
(b) adding thereto a new clause, reading as follows "(o) The PRIDE
AFRICA OFE Loan is not paid in full from proceeds of the PRIDE AFRICA Loan
on or before April 17, 2000."
ARTICLE III
CONDITIONS PRECEDENT
Section 3.1 NECESSARY DOCUMENTATION. This Amendment shall be effective
when the Administrative Agent shall have received this Amendment executed by the
Borrowers, the Agent, the Parent Guarantor and the Required Lenders. The Parent
Guarantor shall have paid to the Administrative Agent an Amendment fee equal to
$5,000 times the number of Lenders. The Administrative Agent, upon receipt of
the amendment fees, shall promptly distribute them to the Lenders.
Section 3.2 REPRESENTATIONS AND WARRANTIES. All representations and
warranties contained in the Credit Agreement shall be true and correct in all
material respects on and as of the date hereof with the same force and effect as
if such representations and warranties had been made on and as of such date.
ARTICLE IV
MISCELLANEOUS
Section 4.1 RATIFICATIONS, REPRESENTATIONS AND WARRANTIES. Except as
expressly modified and superseded by this Amendment, the terms and provisions of
the Credit Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect. The representations and warranties
contained herein and in all other Loan Documents, as amended
SECOND AMENDMENT TO CREDIT AGREEMENT - PAGE 4
hereby, shall be true and correct in all material respects as of, and as if made
on, the date hereof. The Borrower, the Banks and the Agents agree that the
Credit Agreement as amended hereby shall continue to be legal, valid, binding
and enforceable in accordance with its terms, except as the enforceability
thereof may be affected by general principles of equity or creditors' rights.
Section 4.2 SPECIAL REPRESENTATION. Each of the Parent Guarantor and each
Borrower represents and warrants to the Agents and the Lenders that the recourse
of the holders of the PRIDE AFRICA Loan and the PRIDE AFRICA Intercompany
Capital Contribution are effectively limited to the special purpose Subsidiaries
that are the obligors thereunder and to the security of the assets of such
special purpose obligors referred to in the PRIDE AFRICA Loan Documents.
Section 4.3 VOLUNTARY REDUCTION OF COMMITMENTS. The Borrowers irrevocably
reduce the Commitments by $50,000,000 effective on the date hereof. The
Borrowers request that the Administrative Agent and the Banks waive the prior
notice required by Section 2.9 of the Agreement and they confirm that from and
after the date hereof the Commitments aggregate $50,000,000. The Administrative
Agent and at least the Required Lenders waive the requirements of prior notice
required under Section 2.9 of the Agreement.
Section 4.4 REFERENCE TO THE CREDIT AGREEMENT. Each of the Loan Documents,
including the Credit Agreement and any and all other agreements, documents or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit Agreement as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Credit Agreement
shall mean a reference to the Credit Agreement as amended hereby.
Section 4.5 SEVERABILITY. Any provisions of this Amendment held by court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provisions so held to be invalid or unenforceable.
Section 4.6 APPLICABLE LAW. This Amendment and all other Loan Documents
executed pursuant hereto 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.
Section 4.7 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and
shall inure to the benefit of the Lenders, the Agents, the Parent Guarantor and
the Borrowers and their respective successors and assigns.
Section 4.8 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original
but all of which when taken together shall constitute one and the same
instrument. Facsimile signatures shall be effective for all purposes.
Section 4.9 HEADINGS. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.
SECOND AMENDMENT TO CREDIT AGREEMENT - PAGE 5
Section 4.10 NO ORAL AGREEMENTS. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Section 4.11 DETERMINATION OF CERTAIN DEBT AS LIMITED RECOURSE DEBT. The
Administrative Agent hereby designates the PRIDE AFRICA Loan as Limited Recourse
Debt for purposes of the Credit Agreement.
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SECOND AMENDMENT TO CREDIT AGREEMENT - PAGE 6
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
BORROWERS:
PETROLEUM SUPPLY COMPANY
By: /s/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
PRIDE INTERNATIONAL HOLDINGS, INC.
By: /s/ XXXX X. XXXXX
Name: Xxxx X. Xxxxx
Title: President
RANGER WELL SERVICE, INC.
By: /s/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
PRIDE OFFSHORE, INC.
By: /s/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
SECOND AMENDMENT TO CREDIT AGREEMENT - PAGE 7
RANGER CORPORATION
By: /s/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
PARENT GUARANTOR:
PRIDE INTERNATIONAL, INC.
By: /s/ XXXX X. XXXXXX
Xxxx X. XxXxxx
Vice President
AGENTS AND LENDERS:
XXXXX FARGO BANK (TEXAS),
NATIONAL ASSOCIATION, as Administrative
Agent and a Lender
By: /s/ XXXXX X. XXXXXXXXX
Xxxxx X. Xxxxxxxxx
Vice President
FIRST NATIONAL BANK OF COMMERCE,
as Syndication Agent and as a Lender
By: /s/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx
Title: Vice President, First National Bank of
Commerce
SECOND AMENDMENT TO CREDIT AGREEMENT - PAGE 8
HIBERNIA NATIONAL BANK
By: ______________________________
Name:
Title:
THE FUJI BANK, LIMITED -HOUSTON
AGENCY
By: /s/ XXXXXXXX XXXXXX
Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
per pro XXXXX BROTHERS XXXXXXXX & CO.
By: /s/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Senior Credit Officer
SECOND AMENDMENT TO CREDIT AGREEMENT - PAGE 9
