EXHIBIT 4.1
AMENDMENT NO. 1
This Amendment No. 1 dated effective as of September 29, 2002
("Amendment") is among Pride Offshore, Inc., a Delaware corporation
("Borrower"), the Guarantors, the Revolving Lenders (each as defined below), and
Credit Lyonnais New York Branch, as Administrative Agent for the Finance Parties
("Administrative Agent").
INTRODUCTION
A. The Borrower, the Guarantors, the Revolving Lenders, the Agents, the
Issuing Banks, the Swingline Lender, the Arrangers, the Bookrunners, and the
Co-Underwriter are parties to the Revolving Credit Agreement dated as of June
20, 2002 (the "Credit Agreement").
B. The Borrower has requested that the Revolving Lenders amend the
financial covenants set forth in Clauses 24.1, 24.2 and 24.3. The Revolving
Lenders are willing to amend such provisions subject to the terms of this
Amendment.
THEREFORE, the Borrower, the Revolving Lenders and the Administrative
Agent hereby agree as follows:
Section 1. Definitions; References. Unless otherwise defined in this
Amendment, each term used in this Amendment which is defined in the Credit
Agreement has the meaning assigned to such term in the Credit Agreement.
Section 2. Amendments. The Credit Agreement shall, subject to the terms of
this Amendment, be amended as follows:
(a) Clause 1.1. The definition of "MARGIN" in Clauses 1.1 is amended in
its entirety as follows:
"MARGIN" means, with respect to each type of Loan, the percentage rate per
annum as set forth below for the Level in effect at such time:
Xxxxx X Xxxxx XX Xxxxx XXX Xxxxx XX Xxxxx X Xxxxx XX
------- -------- --------- -------- ------- --------
Revolving
Credit Loans 1.80% 2.05% 2.30% 2.55% 3.05% 3.55%
Swingline
Loans 0.30% 0.55% 0.80% 1.05% 1.55% 2.05%
; provided, however, that until the earlier of (a) January 1, 2004 or (b) the
date financial statements are delivered pursuant to Clause 23.1, together with a
Compliance Certificate for the fiscal quarter or fiscal year then ended
certifying that (i) the Leverage Ratio was equal to or less than 4.00 to 1.00,
(ii) the Interest Coverage Ratio was equal to or greater
than 3.25 to 1.00 and (iii) the Maximum Debt to Capitalization Ratio was equal
to less than 50%, each as of the end of such fiscal quarter or fiscal year, as
the case may be (the "FINANCIAL COVENANT CERTIFICATION"), then the Margin shall
be increased by an additional 0.30%.
(b) Clause 24.1. Clause 24.1 is amended in its entirety as follows:
24.1 LEVERAGE RATIO
The Parent Company shall not permit its Leverage Ratio at the end of
any fiscal quarter to be greater than the following ratios for the
following fiscal quarters:
Fiscal Quarters Ending Maximum Ratio
---------------------- -------------
June 30, 2002 4.75 to 1.00
September 30, 2002 and December 31,
2002 4.95 to 1.00
March 31, 2003 4.75 to 1.00
June 30, 2003 and September 30, 2003 4.50 to 1.00
December 31, 2003 4.00 to 1.00
March 31, 2004, June 30, 2004,
September 30, 2004 and December 31,
2004 3.50 to 1.00
March 31, 2005 and thereafter 3.00 to 1.00
; provided, however, after a Responsible Officer delivers the
Financial Covenant Certification, then the Parent Company shall not
permit its Leverage Ratio at the end of any fiscal quarter to be
greater than the following ratios for the following fiscal quarters:
Fiscal Quarters Ending Maximum Ratio
---------------------- -------------
Beginning with the fiscal quarter
with respect to which a Responsible
Officer delivers the Financial
Covenant Certification until December
31, 2003 4.00 to 1.00
March 31, 2004, June 30, 2004,
September 30, 2004 and December 31,
2004 3.50 to 1.00
March 31, 2005 and thereafter 3.00 to 1.00
2
(c) Clause 24.2. Clause 24.2 is amended in its entirety as follows:
24.2 INTEREST COVERAGE RATIO
The Parent Company shall not permit the Interest Coverage Ratio as
of the end of any fiscal quarter to be less than the following
ratios for the following fiscal quarters:
Fiscal Quarters Ending Minimum Ratio
---------------------- -------------
June 30, 2002, September 30, 2002,
December 31, 2002, March 31, 2003
and June 30, 2003 3.00 to 1.00
September 30, 2003 and December 31,
2003 3.25 to 1.00
March 31, 2004, June 30, 2004,
September 30, 2004 and December 31,
2004 4.00 to 1.00
March 31, 2005 and thereafter 4.50 to 1.00
; provided, however, after a Responsible Officer delivers the
Financial Covenant Certification, then the Parent Company shall not
permit the Interest Coverage Ratio as of the end of any fiscal
quarter to be less than the following ratios for the following
fiscal quarters:
Fiscal Quarters Ending Minimum Ratio
---------------------- -------------
Beginning with the fiscal quarter
with respect to which a Responsible
Officer delivers the Financial
Covenant Certification until December
31, 2003 3.25 to 1.00
March 31, 2004, June 30, 2004,
September 30, 2004 and December 31,
2004 4.00 to 1.00
March 31, 2005 and thereafter 4.50 to 1.00
(d) Clause 24.3. Clause 24.3 is amended in its entirety as follows:
24.3 MAXIMUM DEBT TO CAPITALIZATION RATIO
The Parent Company shall not permit the ratio of (a) Consolidated
Net Debt to (b) Total Capitalization ("MAXIMUM DEBT TO
CAPITALIZATION
3
RATIO") of the end of any fiscal quarter to be greater than the
following ratios for the following fiscal quarters:
Fiscal Quarters Ending Minimum Ratio
---------------------- -------------
June 30, 2002, September 30, 2002,
December 31, 2002, March 31, 2003,
June 30, 2003 and September 30, 2003 55%
December 31, 2003 50%
March 31, 2004, June 30, 2004,
September 30, 2004 and December 31,
2004 45%
March 31, 2005 and thereafter 35%
; provided, however, after a Responsible Officer delivers the
Financial Covenant Certification, then the Parent Company shall not
permit the Maximum Debt to Capitalization Ratio as of the end of any
fiscal quarter to be greater than the following ratios for the
following fiscal quarters:
Fiscal Quarters Ending Minimum Ratio
---------------------- -------------
Beginning with the fiscal quarter
with respect to which a Responsible
Officer delivers the Financial
Covenant Certification until December
31, 2003 50%
March 31, 2004, June 30, 2004,
September 30, 2004 and December 31,
2004 45%
March 31, 2005 and thereafter 35%
Section 3. Representations and Warranties. Each of the Credit Parties
represents and warrants that (a) the execution, delivery and performance of this
Amendment are within the corporate power and authority of such Credit Party and
have been duly authorized by appropriate proceedings, (b) the Liens under the
Security Documents are valid and subsisting and secure the Obligations under the
Credit Agreement as amended hereby, (c) this Amendment constitutes the legal,
valid, and binding obligation of the Credit Parties 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, (d) the representations and
warranties of each of the Credit Parties contained in the Finance Documents are
true and correct as of the date hereof, except to the extent such
4
representations and warranties relate solely to an earlier date and (e) no
Default has occurred and is continuing as of the date hereof.
Section 4. Effectiveness. The Credit Agreement shall be amended as
provided in this Amendment effective on the date first set forth above when:
(a) the Administrative Agent shall have received this Amendment duly
executed by the Borrower, the Guarantors, the Required Revolving Lenders and the
Required Term Lenders; and
(b) the Borrower shall have paid to the Administrative Agent for the
account of each Revolving Lender approving this Amendment a non-refundable
amendment fee equal to 0.125% of such Revolving Lender's Revolving Commitment.
Section 5. Reaffirmation of Guaranty. Each of the Guarantors hereby
reaffirms its obligations under Clause 21 of the Credit Agreement and agrees to
remain liable for the repayment of the Obligations, as such Obligations have
been amended hereby.
Section 6. Choice of Law. Clauses 40 (Governing Law) and 41 (Enforcement)
of the Credit Agreement shall apply to this Amendment, mutatis mutandis, as if
the same had been set out in full herein, with references to "this Agreement"
therein being construed as references to "this Amendment".
Section 7. Counterparts. This Amendment may be signed in any number of
separate counterparts (including facsimile transmission), all of which when
taken together shall be deemed to be an original.
Section 8. Designation. This Amendment is designated a Finance Document.
Section 9. Continuing Obligations. The provisions of the Credit Agreement
shall, save as hereby amended, continue in full force and effect.
Section 10. Contracts (Rights of Third Parties) Xxx 0000. Unless expressly
provided to the contrary in a Finance Document, a Person who is not a party to
this Amendment has no right under the Contracts (Rights of Third Parties) Xxx
0000 to enforce or to enjoy the benefit of any terms of this Amendment.
Section 11. Amendment to Term Loan Agreement. Each of the Revolving
Lenders hereby consents to Amendment No. 1 dated effective as of September 29,
2002 among the Borrower, the Guarantors, the Term Lenders and Administrative
Agent (as defined in the Term Loan Agreement).
5
Executed effective as of the 29th day of September, 2002.
BORROWER:
PRIDE OFFSHORE, INC.
By: /s/ XXXX X. XXXXXX
---------------------------------------
Xxxx X. XxXxxx
Treasurer
GUARANTORS:
PRIDE INTERNATIONAL, INC.
By: /s/ XXXX X. XXXXXX
---------------------------------------
Xxxx X. XxXxxx
Chief Financial Officer
MEXICO DRILLING LIMITED LLC
PRIDE CENTRAL AMERICA, LLC
PRIDE DRILLING, LLC
PRIDE NORTH AMERICA LLC
PRIDE OFFSHORE INTERNATIONAL LLC
PRIDE SOUTH PACIFIC LLC
By: /s/ XXXX X. XXXXXX
---------------------------------------
Xxxx X. XxXxxx
Treasurer
ADMINISTRATIVE AGENT:
CREDIT LYONNAIS NEW YORK BRANCH,
as Administrative Agent
By: /s/ O. AUDEMARD
---------------------------------------
Name: O. Audemard
-------------------------------------
Title: Senior Vice President
------------------------------------
REVOLVING LENDERS:
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ X. XXXXXXXX
---------------------------------------
Name: X. Xxxxxxxx
-------------------------------------
Title: Senior Vice President
------------------------------------
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ ALEXIS DROUILLOT
---------------------------------------
Name: Alexis Drouillot
-------------------------------------
Title: Vice President
------------------------------------
By: /s/ [ILLEGIBLE]
---------------------------------------
Name: [ILLEGIBLE]
-------------------------------------
Title: Vice President
------------------------------------
BANQUE DE L'ECONOMIE,
DU COMMERCE ET DE LA MONETIQUE
By: /s/ XXXXXX XXXXXXXX
---------------------------------------
Name: Xxxxxx Xxxxxxxx
-------------------------------------
Title: Chargee D'Affaires
------------------------------------
By: /s/ XXXXXXX ALEZARD
---------------------------------------
Name: Xxxxxxx Alezard
-------------------------------------
Title: Director J'Agence
------------------------------------
NATEXIS BANQUES POPULAIRES
By: /s/ XXXXXXX XXXXXX
---------------------------------------
Name: Xxxxxxx Xxxxxx
-------------------------------------
Title: Vice President
------------------------------------
By: /s/ XXXXXX XXXXXX-XXXXX
---------------------------------------
Name: Xxxxxx Xxxxxx-Xxxxx
-------------------------------------
Title: Senior VP
------------------------------------
NORDEA (acting through Nordea Bank Finland
plc, New York Branch)
By: /s/ HANS CHR. KJELSRUD
---------------------------------------
Name: Hans Chr. Kjelsrud
-------------------------------------
Title: Senior Vice President
------------------------------------
By: /s/ XXXXXX XXXXXX
---------------------------------------
Name: Xxxxxx Xxxxxx
-------------------------------------
Title: Senior Vice President
------------------------------------
NEDSHIP BANK
By: /s/ [ILLEGIBLE]
---------------------------------------
Name: [ILLEGIBLE]
-------------------------------------
Title: Senior Risk Manager
------------------------------------
By: /s/ A.F. DIETEN
---------------------------------------
Name: A.F. Dieten
-------------------------------------
Title: Insurance Manager
------------------------------------
VEREINS UND WESTBANK
By: /s/ XXXXXXXXX
---------------------------------------
Name: Xxxxxxxxx
-------------------------------------
Title: Vice President
------------------------------------
By: /s/ J. ROHMHORSR
---------------------------------------
Name: J. Rohmhorsr
-------------------------------------
Title:
------------------------------------
HAMBURGISCHE LANDESBANK
By: /s/ XXXXXX
---------------------------------------
Name: Xxxxxx
-------------------------------------
Title: Vice President
------------------------------------
By: /s/ XXXXXXXX
---------------------------------------
Name: Xxxxxxxx
-------------------------------------
Title: Vice President
------------------------------------
KREDITANSTALT FUR WIEDERAUFBAU
By: /s/ XXXXXXX XXXXXX
---------------------------------------
Name: Xxxxxxx Xxxxxx
-------------------------------------
Title:
------------------------------------
By: /s/ XXXXX XXXXXXX
---------------------------------------
Name: Xxxxx Xxxxxxx
-------------------------------------
Title: Vice President
------------------------------------
BNP PARIBAS
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
SKANDINAVISKA ENSKILDA BANKEN
By: /s/ MORTEN CALFELDT
---------------------------------------
Name: Morten Calfeldt
-------------------------------------
Title: Senior Client Executive
------------------------------------
By: /s/ [ILLEGIBLE]
---------------------------------------
Name: [ILLEGIBLE]
-------------------------------------
Title: Head of CRM
------------------------------------
COMMERZBANK AKTIENGESELLSCHAFT
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
SOUTHWEST BANK OF TEXAS, N.A.
By: /s/ XXXX XXXXXXX
---------------------------------------
Name: Xxxx Xxxxxxx
-------------------------------------
Title: Assistant Vice President
------------------------------------
CREDIT FONCIER
By: /s/ XXX XXXXXXXX
---------------------------------------
Name: Xxx Xxxxxxxx
-------------------------------------
Title: Senior Vice President
------------------------------------
