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EXHIBIT 10.44
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FIRST AMENDMENT TO CREDIT AGREEMENT
BETWEEN
NOBLE DRILLING CORPORATION
FIRST INTERSTATE BANK OF TEXAS, N.A., AS AGENT
AND
CERTAIN BANKS
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FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is made
and entered into as of this 30th day of June, 1995, by and between NOBLE
DRILLING CORPORATION, a Delaware corporation ("Borrower"), FIRST INTERSTATE
BANK OF TEXAS, N.A., a national banking association executing this Amendment in
its individual capacity ("First Interstate") and as agent for Credit Lyonnais
Cayman Island Branch ("Credit Lyonnais"), and Credit Lyonnais.
W I T N E S S E T H:
WHEREAS, pursuant to the terms and subject to the conditions of
that certain Credit Agreement dated as of June 16, 1994, between the Borrower,
Credit Lyonnais, and First Interstate in its individual capacity and as agent
(the "Agent") for Credit Lyonnais (such Credit Agreement, as the same is hereby
amended and may hereafter be amended from time to time, being hereinafter
referred to as the "Credit Agreement"), certain credit facilities were made
available to the Borrower;
WHEREAS, the indebtedness and obligations of the Borrower to the
Banks (as defined in the Credit Agreement) have been evidenced by (i) the
Credit Agreement, (ii) the Applications, and (iii) each of the revolving notes
dated June 16, 1994, made by Borrower to the order of each of the Banks, copies
of which are attached hereto as Annex A (the "Previous Notes");
WHEREAS, the Borrower has requested and, pursuant to the terms
and subject to the conditions hereof and in connection herewith, the Banks have
agreed to change the Credit Maturity Date (as defined in the Credit Agreement),
subject to the terms and conditions hereinafter set forth;
WHEREAS, to secure, in part, the indebtedness under the Credit
Agreement and the Notes (as defined in the Credit Agreement), and all renewals,
extensions, modifications, increases and/or rearrangements thereof and in
connection therewith, and all other indebtedness, liabilities and obligations
of the Borrower to the Agent or the Banks, then existing or thereafter arising,
(i) each of Noble Drilling (U.S.), Inc., a Delaware corporation ("ND-US"),
Noble Drilling (West Africa), Inc., a Delaware corporation ("ND-WA"), and Noble
Drilling (Mexico), Inc., a Delaware corporation ("ND-M") (collectively, the
"Guarantors") have guaranteed to the Agent and the Banks the payment and
performance of the Obligations (as defined in the Credit Agreement) pursuant to
the Guaranties (as defined in the Credit Agreement), (ii) the Borrower has
executed and delivered to the Agent (as defined in the Credit Agreement) that
certain Security Agreement dated as of June 16, 1994, in favor of the Agent for
the benefit of the Banks (the "Security Agreement") and (iii) Intercompany
Revolving Credit Demand Notes, each dated June 16, 1994, made to the order of
Borrower in the original principal amount of
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$20,000,000 each by each of (a) Noble International Limited, a Cayman Islands
corporation ("Noble International"), (b) Noble Drilling (U.K.) Limited, a
Scotland corporation ("Noble UK"), (c) Noble Drilling De Venezuela C.A., a
Venezuela corporation ("Noble Venezuela"), and (d) Noble Drilling (West Africa)
Ltd., a Bermuda corporation ("Noble West Africa"), have been pledged by
Borrower to the Banks pursuant to the Security Agreement (such four
Intercompany Revolving Credit Demand Notes being hereinafter collectively
referred to as the "Prior Collateral Notes");
WHEREAS, to secure, in part, the indebtedness under the Credit
Agreement and each of the Previous Notes (and all renewals, extensions,
modifications and/or rearrangements thereof and in connection therewith) and
all other indebtedness, liabilities and obligations of the Borrower to the
Agent and the Banks then existing or thereafter arising, the Borrower has
heretofore executed in favor of the Agent for the benefit of the Banks: (i)
the Security Agreement, (ii) the Applications (as defined in the Credit
Agreement), (iii) the Guaranty, and (iv) all other security agreements,
guaranties, financing statements and other agreements executed in connection
with the Credit Agreement prior to the date hereof, all of which shall continue
as amended in connection herewith in full force and effect after the execution
of this Amendment, and shall secure the Borrower's payment of the Obligations
(as defined in the Credit Agreement) all as more fully set forth therein and
herein;
WHEREAS, in furtherance of the foregoing and to evidence the
agreements of the parties hereto in relation thereto the parties hereto desire
to amend the Credit Agreement as hereinafter provided;
NOW THEREFORE, for and in consideration of the mutual covenants
and agreements herein contained and for other good and valuable consideration
and reasonably equivalent value, the receipt and sufficiency of which are
hereby expressly acknowledged, the Borrower, the Agent and the Banks hereby
agree as follows:
I. CERTAIN DEFINITIONS
Section 1.01 Certain Definitions. All terms used herein shall
have the respective meanings set forth therefor in the Credit Agreement except
as otherwise expressly defined herein.
Section 1.02 Revised Definitions. Effective as of the date
hereof, as used in the Credit Agreement, the following terms shall have the
following meanings:
"Credit Maturity Date" means 12:00 o'clock noon Houston, Texas
time on June 30, 1997, or such earlier date and time on which the obligation of
Banks to make Loans and provide Letters of Credit hereunder is terminated and
all Obligations are immediately due and payable by Borrower, or such later date
as may result from the extension of the Credit Maturity Date as set forth in
Section 2.02 hereof, or as may be otherwise agreed in writing by Borrower
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and Banks.
"Revolving Note" shall mean the Revolving Note of Borrower, in
substantially the form attached hereto as Annex B, having the blanks therein
appropriately completed and duly executed, and otherwise in form and substance
satisfactory to Banks, together with any and all renewals, extensions,
rearrangements, modifications and increases.
II. AMENDMENT; CONDITIONS TO AMENDMENT
Section 2.01 Amendment and Restatement of Notes. (a) Each of
the Previous Notes shall, upon satisfaction of the conditions precedent set
forth in Section 2.02 hereof, be amended and restated in their entirety in the
forms set forth on Annex B as the Revolving Notes.
(b) Each of the Prior Collateral Notes shall, upon
satisfaction of the conditions precedent set forth in Section 2.02 hereof, be
amended and restated in their entirety in the forms set forth on Annex C, and
such amended and restated Intercompany Revolving Credit Demand Notes shall
constitute the "Collateral Notes", as defined in the Security Agreement,
pledged to the Agent for the benefit of the Banks pursuant to the Security
Agreement to secure payment of the Obligations (as defined in the Security
Agreement).
Section 2.02 Conditions to Amendment. This Amendment shall
become effective as of the date hereof upon satisfaction, to the Agent, of the
following conditions by the Borrower:
(a) The Borrower and each Significant Subsidiary other
than a Foreign Subsidiary (other than Noble Drilling (Canada)
Ltd.) shall have delivered to the Agent, in form and substance
satisfactory to the Agent, certified copies of resolutions of the
Board of Directors of each such Person authorizing the execution,
delivery and performance of the Revolving Note, and the
Intercompany Revolving Credit Notes respectively, (collectively,
the "New Notes"), this Amendment and any other Loan Documents
executed by each such Person in connection herewith;
(b) The Borrower and each Significant Subsidiary other
than a Foreign Subsidiary (other than Noble Drilling (Canada)
Ltd.) shall have delivered to the Agent, in form and substance
satisfactory to the Agent, certificates of incumbency certified
by the secretary or assistant secretary of the Borrower and each
such Significant Subsidiary with specimen signatures of the
president, vice president and secretary thereof;
(c) Noble Offshore Corporation, a Delaware corporation
("NOC") shall have executed and delivered to the Agent a Guaranty
in form and substance satisfactory to the Agent, together with
certified copies of resolutions of the Board of Directors
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of NOC authorizing the execution, delivery and performance of
such guaranty, and a certificate of incumbency certified by the
Secretary or Assistant Secretary of NOC with specimen signatures
of the President, Vice President and Secretary of NOC;
(d) The legal opinion of Xxxxxxxx & Xxxxxx, counsel to
NOC, with respect to such matters and in form and substance
reasonably satisfactory to the Agent, shall be delivered to the
Agent;
(e) The Borrower shall have paid a $30,000 fee to the
Agent for the pro rata benefit of the Banks in accordance with
their respective interests in the Credit Agreement;
(f) The Borrower shall have paid all legal fees and
expenses incurred in connection with this Amendment; and
(g) The Borrower shall have duly executed and delivered
all other documents requested by the Agent in connection
herewith.
III. REPRESENTATIONS, WARRANTIES AND RATIFICATIONS
Section 3.01 Representations and Warranties. The Borrower, by
executing this Amendment, hereby represents and warrants to the Agent that the
representations and warranties contained in Section 3 of the Credit Agreement,
as amended hereby, and the exhibits thereto, and the information therein, are
true and correct on and as of the date hereof as though made on and as of the
date hereof (except as to representations and warranties that were limited by
their express terms to a specific date or as to which disclosure has been made
to, and written approval has been received from, the Agent), and no event has
occurred and is continuing which constitutes an Event of Default or which would
constitute an Event of Default but for the requirement of notice or lapse of
time or both.
Section 3.02 Ratification. (a) The terms and provisions set
forth in this Amendment shall modify and supersede all inconsistent terms and
provisions set forth in the Credit Agreement, but except as expressly modified
and superseded by this Amendment, the terms and provisions of the Credit
Agreement are ratified and confirmed and shall continue in full force and
effect, the Borrower hereby agreeing that the Credit Agreement, as amended
hereby, and the other Loan Documents, whether or not amended hereby, are and
shall continue to be outstanding, validly existing and enforceable in
accordance with their respective terms.
(b) Furthermore, the Borrower confirms, ratifies and continues as
valid and subsisting all liens and security interests established by the Loan
Documents to secure the Obligations, including, but without limitation,
indebtedness that has arisen, now exists or hereafter arises under or is
evidenced by the Previous Notes or the New Notes and all
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extensions, renewals, modifications, increases and rearrangements thereof, and
any and all other indebtedness, liabilities and obligations whatsoever of the
Borrower to the Banks, the Previous Notes and the New Notes having been
contemplated by the parties hereto and to the Loan Documents, and intended to
be secured by the Loan Documents.
Section 3.03 Continuity of Agreement and Promissory Notes. The
indebtedness of the Borrower to the Banks was and is governed by the terms of
the Credit Agreement, and has been evidenced in part by the Previous Notes, for
which the Revolving Notes are hereby substituted and exchanged. The terms of
any agreement, promissory note or any other document notwithstanding, the
Credit Agreement has been since its execution, and remains, in full force and
effect and, together with the New Notes and the Loan Documents, represents the
written obligation of the Borrower to make payments of the outstanding
principal balance of and interest on the outstanding principal balance of, the
Loans, the Reimbursement Obligations, and other indebtedness and liabilities to
the Agent or the Banks.
IV. MISCELLANEOUS
Section 4.01 Reference to Credit Agreement. Each of the Loan
Documents, including the Credit Agreement, the New Notes, and any and all other
promissory notes, mortgages, deeds of trust, security agreements and other Loan
Documents heretofore, now, or hereafter executed and delivered pursuant to the
terms hereof or pursuant to the terms of the Credit Agreement as amended
hereby, or as further evidence of or security for or in connection with the
Credit Agreement as amended hereby, are hereby amended so that any reference in
the Credit Agreement or the other Loan Documents to the Credit Agreement shall
mean a reference to the Credit Agreement as amended hereby.
Section 4.02 Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute but one and the
same instrument.
Section 4.03 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF TEXAS AND FOR ALL PURPOSES
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. This
Amendment has been entered into in Xxxxxx County, Texas and shall be
performable for all purposes in Xxxxxx County, Texas. Courts within the State
of Texas shall have jurisdiction over any and all disputes arising under or
pertaining to this Amendment; and venue in any such dispute shall be laid in
Xxxxxx County--the county or judicial district of the Agent's principal place
of business.
Section 4.04 Parties Bound. This Amendment shall be binding
upon and inure to the benefit of Borrower and the Agent and the Banks, and
their respective successors and assigns; provided, however, that neither the
Borrower nor any of its successors or assigns may,
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without the prior written consent of the Agent and the Banks, assign any
rights, powers, duties or obligations hereunder.
Section 4.05 Labelling of Notes. Within forty-five (45) days
after satisfaction of the conditions specified in Section 2.01 hereof, the
Agent shall xxxx (a) the New Notes, with the blanks appropriately completed as
the Agent may require, "Amended and restated (but not extinguished) by that
certain promissory note dated as of June 30, 1995 executed by Noble Drilling
Corporation and in the stated principal amount of $12,500,000", and (b) the
Prior Collateral Notes, with the blanks appropriately completed as the Agent
may require, "Amended and restated (but not extinguished) by that certain
promissory note dated as of June 30, 1995, executed by [Name of Maker] and in
the stated principal amount of $20,000,000."
EXECUTED as of the date first above written.
NOBLE DRILLING CORPORATION
By:
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Print Name:
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FIRST INTERSTATE BANK OF TEXAS, N.A.
By:
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Print Name:
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CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By:
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Print Name:
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Guarantors' Acknowledgment and Reaffirmation
of Amendment and Guaranty
Noble Drilling (U.S.), Inc., a Delaware corporation ("ND-US"),
Noble Drilling (West Africa), Inc., a Delaware corporation ("ND-WA"), and Noble
Drilling (Mexico), Inc.,
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a Delaware corporation ("ND-M"), having executed an unconditional guaranty
agreement, in favor of the Agent and the Banks and dated as of June 16, 1994,
guaranteeing the payment and performance of all indebtedness and obligations of
the Borrower to the Agent and the Banks, hereby acknowledge, consent and agree
to the terms of the foregoing First Amendment to Credit Agreement, and further
agree that the Guaranty Agreement executed and delivered by each of ND-US,
ND-WA and ND-M has been and continues in full force and effect in accordance
with its terms guaranteeing the payment and performance of all indebtedness and
obligations of the Borrower to the Agent and the Banks without limitation,
adverse effect or restriction by the foregoing First Amendment to Credit
Agreement.
ND-US
Noble Drilling (US), Inc.
By:
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Print Name:
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Print Title:
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ND-WA
Noble Drilling (West Africa), Inc.
By:
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Print Name:
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Print Title:
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ND-M
Noble Drilling (Mexico), Inc.
By:
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Print Name:
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Print Title:
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Index to Annexes
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Annex A - Previous Notes
Annex B - Revolving Note
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Annex C - Form of Intercompany Note
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