EXHIBIT 10.2
AMENDMENT NO. 1
This Amendment No. 1 dated as of February 26, 1996
("Agreement") is among Global Marine Australia Inc., Global
Marine Baltic Inc., Global Marine Deepwater Drilling Inc., and Global
Marine Drilling Company (collectively, the "Borrowers"), Global
Marine Inc. ("Guarantor"), the Subsidiary Guarantors (as defined
in the Credit Agreement described below) and Societe Generale, New
York Branch ("Bank").
INTRODUCTION
A. The Borrowers, the Guarantor and the Bank are parties
to the Credit Agreement dated as of June 24, 1993, as the same may
be amended, modified or supplemented from time-to-time, (the "Credit
Agreement").
B. The Borrowers, the Guarantor and the Bank wish to (i)
extend the maturity date and (ii) make certain other amendments
to the Credit Agreement.
THEREFORE, the Borrowers, the Guarantor, the Subsidiary
Guarantors and the Bank hereby agree as follows:
Section 1. DEFINITIONS; REFERENCES. Unless otherwise
defined in this Agreement, each term used in this Agreement which is
defined in the Credit Agreement has the meaning assigned to such
term in the Credit Agreement.
Section 2. AMENDMENTS. The Credit Agreement is amended as
follows:
(a) SECTION 1.01. Section 1.01 is amended as follows:
(i) The following new definitions are added in
alphabetical order:
"APPLICABLE MARGIN" means, at any time with
respect to any Advance, the following
percentages determined as a function of the
Guarantor's actual or implied long-term
secured senior Debt rating in effect from
time-to-time and issued by S&P:
ABR LIBOR CD
S&P RATING MARGIN MARGIN MARGIN
B+ or lower 1.0% 2.25% 2.25%
BB- .75% 2.0% 2.0%
BB .50% 1.75% 1.75%
BB+ .25% 1.50% 1.50%
BBB- or higher 0% 1.25% 1.25%
PROVIDED that, if at any time an event occurs
which results in there being no such S&P
rating, not later than 30 days after such
event occurs, a new Applicable Margin will be
determined in a manner to be mutually agreed
upon by the Guarantor and the Bank, and until
such new Applicable Margin is agreed upon, the
Applicable Margin shall be deemed to be the
Applicable Margin in effect immediately prior
to the date on which such event occurs;
PROVIDED FURTHER THAT, if the aggregate amount
of the Advances during any period is greater
than $10,000,000, the Applicable Margin on
Advances for each day during such period shall
be increased by .15% per annum.
"S & P" means Standard & Poor's Ratings
Service, a division of the XxXxxx-Xxxx
Companies, Inc., and any successor thereto
which is a nationally recognized statistical
rating organization.
(ii) The amount "$6,000,000" in the proviso contained
in the definition of "Eligible Accounts" is deleted and
replaced with the amount of "$10,000,000".
(iii) The date "June 24, 1996" in the definition of
"Maturity Date" is deleted and replaced with the date
"December 31, 1998".
(b) SECTION 2.03. Clauses (a) and (b) of Section 2.03 are
deleted and replaced in their entirety with the following:
(a) COMMITMENT FEES. The Borrowers agree to pay to
the Bank a commitment fee on the average daily amount by
which the Commitment exceeds the sum of the outstanding
Advances and the Letter of Credit Exposure from the date
of this Agreement until the Maturity Date at the rate of
.1875% per annum. The fee payable pursuant to this
clause (a) is due quarterly in arrears on the first day
of each January, April, July, and October commencing
April 1, 1996 and on the Maturity Date.
(b) LETTER OF CREDIT FEES. Each of the Borrowers
requesting the issuance of a Letter of Credit agrees to
pay to the Bank a fee for such Letter of Credit of .625%
per annum on the face amount of such Letter of Credit;
PROVIDED THAT, if the applicable Borrower shall have
deposited with the Bank into the Cash Collateral Account
an amount of cash equal to the Letter of Credit Exposure
attributable to such Letter of Credit as security for
such Letter of Credit Obligations, the fees payable
hereunder with respect to such Letter of Credit shall be
in an amount equal to .25% per annum. The foregoing fee
shall be based on the maximum amount available to be
drawn under such Letter of Credit from the date of
issuance of the Letter of Credit until its Expiration
Date and be payable on the date of the issuance of the
Letter of Credit and thereafter quarterly on the first
day of each January, April, July and October until its
Expiration Date.
(c) SECTION 2.06. Clauses (a), (b) and (c) of Section 2.06
are deleted and replaced in their entirety with the following:
(a) PRIME RATE ADVANCES. If such
Advance is a Prime Rate Advance, a rate per
annum equal at all times to the lesser of
(i) the Adjusted Prime Rate in effect from
time-to-time PLUS the Applicable Margin and
(ii) the Maximum Rate, payable in arrears on
the last day of each calendar quarter and on
the date such Prime Rate Advance shall be paid
in full, PROVIDED that any amount of principal
which is not paid when due (whether at stated
maturity, by acceleration or otherwise) shall
bear interest from the date on which such
amount is due until such amount is paid in
full, payable on demand, at a rate per annum
equal at all times to the lesser of (i) the
Adjusted Prime Rate in effect from
time-to-time PLUS the Applicable Margin PLUS
2% and (ii) the Maximum Rate.
(b) EURODOLLAR RATE ADVANCES. If such
Advance is a Eurodollar Rate Advance, a rate
per annum equal at all times during the
Interest Period for such Advance to the lesser
of (i) the Eurodollar Rate for such Interest
Period PLUS the Applicable Margin and (ii) the
Maximum Rate, payable on the last day of such
Interest Period, and, in the case of six-month
Interest Periods, on the day which occurs
during such Interest Period three months from
the first day of such Interest Period;
PROVIDED that any amount of principal which is
not paid when due (whether at stated maturity,
by acceleration or otherwise) shall bear
interest from the date on which such amount is
due until such amount is paid in full, payable
on demand, at a rate per annum equal at all
times to the lesser of (i) the rate required
to be paid on such Advance immediately prior
to the date on which such amount became due
PLUS 2% and (ii) the Maximum Rate.
(c) CD RATE ADVANCES. If such Advance
is a CD Rate Advance, a rate per annum equal
at all times during the Interest Period for
such Advance to the lesser of (i) the CD Rate
for such Interest Period PLUS the Applicable
Margin and (ii) the Maximum Rate, payable on
the last day of such Interest Period, and, in
the case of 180-day Interest Periods, on the
day which occurs during such Interest Period
90 days from the first day of such Interest
Period; PROVIDED that any amount of principal
which is not paid when due (whether at stated
maturity, by acceleration or otherwise) shall
bear interest from the date on which such
amount is due until such amount is paid in
full, payable on demand, at a rate per annum
equal at all times to the lesser of (i) the
rate required to be paid on such Advance
immediately prior to the date on which such
amount became due PLUS 2% and (ii) the Maximum
Rate.
(d) EXHIBIT B-1. Exhibit B-1 to the Credit Agreement is
deleted and replaced with the attached Exhibit B-1.
(e) SCHEDULE 1. Schedule 1 to the Credit Agreement is
deleted and replaced with the attached Schedule 1.
Section 3. REPRESENTATIONS AND WARRANTIES. Each of the
Borrowers, the Subsidiary Guarantors and the Guarantor
represents and warrants that (a) the execution, delivery and
performance of this Agreement are within the corporate power and
authority of such Borrower, Subsidiary Guarantor or the Guarantor,
as applicable, and have been duly authorized by appropriate
proceedings, (b) the Liens under the Security Documents are valid
and in full force and effect, and (c) this Agreement constitutes a
legal, valid, and binding obligation of such Borrower, Subsidiary
Guarantor or the Guarantor, as applicable, enforceable in accordance
with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights
of creditors generally and general principles of equity.
Section 4. REAFFIRMATION OF GUARANTIES. Each of the
Subsidiary Guarantors and the Guarantor acknowledges that the
obligations of such Subsidiary Guarantors or Guarantor under its
Guaranty shall continue in force from the date hereof to
guarantee the payment of the Guaranteed Obligations (as defined in its
Guaranty), as such Guaranteed Obligations may be amended pursuant
to this Agreement or as the same may be further amended, modified
or supplemented from time to time. Additionally, each of the
Subsidiary Guarantors and the Guarantor (a) consents to the
addition of Global Marine International Services Corporation
("GMISC") as a Borrower under the Credit Agreement (as amended by
this Agreement) pursuant to the terms of the Assumption Agreement
dated as of February 26, 1996 ("Assumption Agreement") among
GMISC, the Borrowers, the Guarantor, the Subsidiary Guarantors and the
Bank, and (b) agrees that the Guaranteed Obligations (as defined
in its Guaranty) shall include the obligations of GMISC under the
Credit Documents to which it is a party.
Section 5. EFFECTIVENESS. The Credit Agreement shall be
amended as provided in this Agreement effective on the date first
set forth above when:
(a) the Borrowers, the Guarantor, the Subsidiary
Guarantors and the Bank shall have duly and validly
executed originals of this Agreement and delivered them to
the Bank;
(b) all of the conditions to the effectiveness of the
Assumption Agreement shall have either been satisfied or
waived in writing by the Bank;
(c) the Borrowers, the Subsidiary Guarantors and the
Guarantor shall have delivered an opinion of their general
counsel in form and substance satisfactory to the Bank;
(d) each of the Borrowers, the Subsidiary Guarantors
and the Guarantor shall have delivered a certificate of its
Secretary or Assistant Secretary certifying its certificate
of incorporation, bylaws, resolutions and incumbency and in
form and substance satisfactory to the Bank; and
(e) the Borrower shall have paid to the Bank a
non-refundable facility fee of $75,000.
Section 6. CHOICE OF LAW. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the
State of New York.
Section 7. COUNTERPARTS. This Agreement may be signed in
any number of counterparts, each of which shall be an original.
EXECUTED as of February 26, 1996.
BORROWERS:
GLOBAL MARINE AUSTRALIA INC.
By:/S/ XXXXXX X. XXXXX, XX.
Name: XXXXXX X. XXXXX, XX.
Title:VICE PRESIDENT & TREAS.
GLOBAL MARINE BALTIC INC.
By:/S/ XXXXXX X. XXXXX, XX.
Name: XXXXXX X. XXXXX, XX.
Title:VICE PRESIDENT & TREAS.
GLOBAL MARINE DEEPWATER
DRILLING INC.
By:/S/ XXXXXX X. XXXXX, XX.
Name: XXXXXX X. XXXXX, XX.
Title:VICE PRESIDENT & TREAS.
GLOBAL MARINE DRILLING COMPANY
By:/S/ XXXXXX X. XXXXX, XX.
Name: XXXXXX X. XXXXX, XX.
Title: TREASURER
GUARANTOR:
GLOBAL MARINE INC.
By:/S/ XXXXXX X. XXXXX, XX.
Name: XXXXXX X. XXXXX, XX.
Title:VICE PRESIDENT & TREAS.
SUBSIDIARY GUARANTORS:
GLOBAL MARINE BISMARCK SEA INC.
By:/S/ XXXXXX X. XXXXX, XX.
Name: XXXXXX X. XXXXX, XX.
Title:VICE PRESIDENT & TREAS.
GLOBAL MARINE NORTH SEA INC.
By:/S/ XXXXXX X. XXXXX, XX.
Name: XXXXXX X. XXXXX, XX.
Title:VICE PRESIDENT & TREAS.
GLOBAL MARINE WEST AFRICA INC.
By:/S/ XXXXXX X. XXXXX, XX.
Name: XXXXXX X. XXXXX, XX.
Title:VICE PRESIDENT & TREAS.
PETDRILL INC.
By:/S/ XXXXXX X. XXXXX, XX.
Name: XXXXXX X. XXXXX, XX.
Title:VICE PRESIDENT & TREAS.
BANK:
SOCIETE GENERALE, NEW YORK BRANCH
By: /S/ XXXX X. XXXXXX
Name: XXXX X. XXXXXX
Title: VICE PRESIDENT
