Exhibit 10.71
AMENDMENT AGREEMENT
relating to a
$90,000,000 Facility Agreement
between
ARCADE DRILLING AS
as Borrower
CHASE INVESTMENT BANK LIMITED
as Arranger
THE CHASE MANHATTAN BANK, N.A.
as Agent
and
OTHERS
--------------------------------------------------------------------------
THIS AGREEMENT is made on 1995
BETWEEN
(1) ARCADE DRILLING AS (the "Borrower");
(2) CHASE INVESTMENT BANK LIMITED (the "Arranger");
(3) THE CHASE MANHATTAN BANK, N.A. (the "Agent"); AND
(4) THE FINANCIAL INSTITUTIONS named in the First Schedule (the
"Banks").
WHEREAS
(A) Pursuant to an agreement (the "Loan Agreement") dated 21 February
1991 between the parties hereto a $90,000,000 loan facility was made
available to the Borrower;
(B) A letter agreement was executed between the parties on 19 February
1993 which (inter alia) increased the Applicable Margin payable
under the Loan Agreement;
(C) The Borrower has requested the amendment of the Loan Agreement in
certain respects.
IT IS AGREED
1. Interpretation
1.1 Terms defined in the Loan Agreement bear the same meaning herein.
1.2 In this Agreement "Effective Date" shall bear the meaning given to
it in Clause 2.1.
2. Effective Date
2.1 The Effective Date shall be the first date upon which:
(i) the Agent shall have confirmed to the Borrower that it has
received all of the documents listed in the Second Schedule
and that each is in form and substance satisfactory to the
Agent;
(ii) the representations set out in Clause 4 are true; and
(iii) no event has occurred which is or may become (with the passage
of time, the giving of notice, the making of any determination
or any combination thereof) an Event of Default
or such earlier date as the Agent may agree.
2.2 The Agent shall, promptly after becoming aware of the same, notify
the other parties hereto of the occurrence of the Effective Date.
2.3 For the purposes of Clause 2.2 the Agent shall be entitled to
assume, unless it has actual notice or actual knowledge to the
contrary, that the conditions specified in Clause 2.1(ii) and (iii)
are satisfied.
2.4 The giving of notice by the Agent pursuant to Clause 2.2 shall be
conclusive evidence of the occurrence of the Effective Date.
3. Amendments to Loan Agreement
3.1 On the Effective Date the Loan Agreement shall stand amended as
set out in the Third Schedule and thereafter any reference in any
Finance Document to the Loan Agreement shall (unless the context
otherwise requires) be construed as a reference to the Loan
Agreement as amended pursuant hereto or from time to time.
3.2 Save as expressly proved herein each Finance Document shall continue
in full force and effect in accordance with its terms.
4. Representations
The Borrower hereby represents that:
(i) each of the representations set out in Clause 16 of the
Loan Agreement (other than in sub-clauses 16.2(viii) and
(ix)) is true and will remain true upon the Loan
Agreement being amended as herein provided, but as if
all reference to the Original Financial Statements were
references to the Borrower's audited financial
statements for the financial year ending 31 December
1994; and
(ii) each of the representations set out in Clause 16.l of
the Loan Agreement would be true if all references
therein to the Finance Documents included this
Agreement.
5. Benefit of Agreement
5.1 This Agreement shall be binding upon and enure to the benefit of
each party hereto and its successor and assigns.
5.2 The Borrower shall not be entitled to assign or transfer all or any
of its rights, benefits and obligations hereunder.
6. Miscellaneous
The provisions of Clauses 26, 27 and 34 to 38 inclusive of the Loan
Agreement shall be deemed incorporated herein mutatis mutandis but
as if references therein to the Loan Agreement or the Finance
Documents were references to this Agreement.
7. Counterparts
This Agreement may be executed in any number of counterparts and by
different parties hereto as separate counterparts each of which,
when executed and delivered, shall constitute an original, but all
the counterparts shall together constitute but one and the same
instrument.
IN WITNESS whereof this Agreement has been executed by the parties hereto
the day and year first before written.
THE FIRST SCHEDULE
Current Portion
The Banks of the Advance
THE CHASE MANHATTAN BANK, N.A. 17,000,000.00
DE NATIONALE INVESTERINGSBANK N.V. 7,083,333.33
NEDSHIP NORGE AS 4,722,222.23
ING BANK INTERNATIONAL 4,722,222.22
SPAREBANKEN ROGALAND 3,541,666.66
CHRISTIANIA BANK OG KREDITKASSE 2,361,111.12
INDUSTRI AND SKIPSBANKEN A/S 1,888,888.89
SPAREBANKEN SOR 1,180,555.55
THE SECOND SCHEDULE
Condition Precedent Documents
1. A copy certified as a true copy by a duly authorised officer of the
Borrower, of a board resolution of the Borrower approving the
execution, delivery and performance of this Agreement.
2. A copy certified a true copy by a duly authorised office of the
Borrower of any power of attorney issued pursuant to such Board
Resolutions.
3. A legal opinion of the Agent's Panamanian counsel.
4. (i) a copy of the original contract with BP for the
employment of the "Sonat Arcade Frontier" and the
extension thereof until 1 November 1996;
(ii) a copy of the extension of the contract with Shell for
the employment of the "Xxxxx Xxxxxxxx" until 1 October
1996;
each in form and substance satisfactory to the Agent.
THE THIRD SCHEDULE
1. Reference in this Schedule to Clauses or Schedules shall, unless the
context otherwise requires, be construed as references to clauses of
the Loan Agreement.
2. The Loan Agreement shall be amended as follows:
(A) Margin
The Applicable Margin shall revert to 1.75 per cent. p.a.;
(B) Reporting Dates
(i) Clause 17.1(ii)(a) shall be amended by replacing "four"
in the third line with "six";
(ii) Clause 18.2 (v) shall be amended by replacing "1st May
1992" in the third line with "30 June 1995";
(iii) Clause 18.5(i) shall be amended by deleting the existing
words and replacing them with the following:
""Reporting Date" means 31 December and 30 June in
each calendar year"
(iv) Clause 18.5(ii)(a) and (b) shall be amended by deleting
the existing words and replacing them with the
following:
""Relevant Period" means, in respect of each
Reporting Date, both of the following:
(a) the six months preceding such
Reporting Date (each an "Actual
Calculation Period"); and
(b) the six months succeeding such
Reporting Date (each a "Projected
Calculation Period")"; and
(v) Clause 18.5(cc) shall be deleted.
For the avoidance of doubt, the amendments to the Reporting Dates
set out above shall take effect prospectively from the Effective
Date and shall not have any retrospective effect.
(C) Financial Covenants
(i) Clause 18.1(ii) shall be deleted and replaced with the
following:
"in respect of the Arcade Group: the portion of
Current Assets constituted by Liquid Assets shall
not be less than $10,000,000 Provided Always that
if an Instruction Group determines in its sole
discretion that (as at 1 November in each year)
satisfactory contractual commitments exist for the
employment of the Rigs for the twelve month period
following such date, then during such twelve month
period the portion of Current Assets constituted
by Liquid Assets may (notwithstanding the
foregoing) be less than $10,000,000 but shall any
event not be less than $2,000,000 and Provided
Further that the Borrower may, during the first
quarter of 1996 declare a dividend of up to
$15,000,000 if, after such payment, the portion of
Current Assets constituted by Liquid Assets is
not less than $2,000,000;."
(ii) Clause 18.6(iv) shall be amended by deleting the
existing proviso thereto and replacing it with the
following:
"Provided Always that (irrespective of the
foregoing) Current Liabilities shall not include
(i) to the extent consistent with then generally
accepted accounting principles in Norway, any
obligation to pay, as aforesaid, scheduled
charterhire or any analogous sums in relation to
any vessel or charter, lease or hire to any member
of the Arcade Group and (ii) any payments due
under this Agreement within twelve months from the
date of computation."
(iii) Clause 19.3(iii) shall be deleted and replaced by the
following:
"pay, make or declare any dividend or other
distribution, other than dividends or
distributions to members of the Arcade Group and
other than distributions of amounts represented by
Liquid Assets in excess of the amount of Liquid
Assets required to be maintained pursuant to
Clause 18.1(ii) and which an Instructing Group has
approved as being available for such dividend or
distribution (such approval not to be unreasonably
withheld)."
3. Without prejudice to Clause 20.1(xv) of the Loan Agreement, the
Agent and the Banks hereby consent to the management of "Sonat
Arcade Frontier" by Reading & Xxxxx with effect from 4 December
1995.
The Borrower
ARCADE DRILLING A/S
By:
Address: Xxxxxxxxxx 0
0000 Xxxx 1
Norway
Attention:
Arranger
CHASE INVESTMENT BANK LIMITED
as Arranger and Lead Manager
By:
Address: Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Attention: Syndicated Loans
The Managers and Banks
THE CHASE MANHATTAN BANK, N.A.
as Bank
By:
Address: Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Attention:
Telex: 0000000 CMBG (tel: 0000 000 0000)
DE NATIONALE INVESTERINGSBANK N.V.
as Lead Manager and Bank
By:
Address: 4 Carnegieplein 4/P.O. Xxx 000
0000 XX/0000 X.X. Xxx Xxxxx
Xxx Xxxxxxxxxxx
Address for notices: as above
Attention:
Telex: 31368 INVES NL
NEDSHIP NORGE A/S
as Manager and Bank
By:
Address: P. O. Xxx 0000
Xxxxxxx
0000 Xxxx
Xxxxxx
Address for notices: as above
Attention:
Telex: 71043 XIABK N
ING BANK INTERNATIONAL
as Bank
By:
Address: P. O. Box 1800
1000 BV Amsterdam
The Netherlands
Address for notices:
Attention:
Telex:
SPAREBANKEN ROGALAND
as Bank
By:
Address: P. O. Xxx 000
Xxxxxxxx Xxxxxxxx 0
X-0000 Xxxxxxxxx
Xxxxxx
Address for notices: as above
Attention:
Telex: 00000 XXXX N
CHRISTIANIA BANK OG KREDITKASSE
as Bank
By:
Address: P. X. Xxx Xxxxxxx
0000 Xxxx 0
Xxxxxx
INDUSTRI AND SKIPSBANKEN A/S
Address: Xxxxxxxx 000 Xxxxxxxxxxxxx
0000 Xxxxxx
Xxxxxx
Address for notices: as above
Attention: Xxxxxx Xxxxx
Telex: 40320 ISBAN N
SPAREBANKEN SOR
as Bank
By:
Address: P. O. Xxx 000
X-0000 Xxxxxxx
Xxxxxx
Address for notices: as above
Attention:
Telex: 21164 SPSOR N
The Agent
THE CHASE MANHATTAN BANK, N.A.
By:
Address: 1 Chaseside
Xxxxxxxxxxx
Xxxxxx XX0 0XX
Attention:
Telex: 8954681 CMB G
