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EXHIBIT 4.19
FIFTH AMENDMENT
FIFTH AMENDMENT (this "Amendment"), dated as of January 31,
2001, among NOBLE DRILLING CORPORATION, a Delaware corporation (the "Borrower"),
various lending institutions party to the Credit Agreement referred to below
(the "Banks"), CREDIT LYONNAIS NEW YORK BRANCH, as Documentation Agent and
CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH, as Administrative Agent
(the "Administrative Agent"). All capitalized terms used herein and not
otherwise defined shall have the meanings assigned such terms in the Credit
Agreement referred to below.
WITNESSETH:
WHEREAS, the Borrower, the Banks and the Administrative Agent
are parties to a Credit Agreement, dated as of August 14, 1997 (as amended,
modified or supplemented to the date hereof, the "Credit Agreement");
WHEREAS, subject to the terms and conditions set forth herein,
the parties hereto wish to amend the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 8.03 of the Credit Agreement is hereby amended by
(i) deleting the word "and" appearing at the end of clause (i) thereof, (ii)
redesignating clause (j) thereof as clause (k), and (iii) inserting the
following new clause (j) immediately following clause (i) thereof:
(j) Indebtedness of the Borrower, Noble Drilling International
Inc., or any other Subsidiary of the Borrower pursuant to a guaranty of
certain obligations and indebtedness owing by ZAO Aquatic-Samara to ABN
Amro Bank, N.V. and/or such other lenders thereto in an aggregate
amount not to exceed $10,000,000 at any time.
2. In order to induce the Banks to enter into this Amendment,
the Borrower (x) represents and warrants that no Default or Event of Default
exists on the Fifth Amendment Effective Date (as hereinafter defined) both
before and after giving effect to this Amendment, and (y) makes each of the
representations, warranties and agreements contained in the Credit Agreement and
the other Credit Documents on and as of the Fifth Amendment Effective Date both
before and after giving effect to this Amendment (it being understood that any
representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects as of such
date).
3. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
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4. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.
5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
6. This Amendment shall become effective on the first date
(the "Fifth Amendment Effective Date") on which each of the Borrower and the
Required Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of
telecopier) the same to the Administrative Agent at its Notice Office.
7. At all times on and after the Fifth Amendment Effective
Date, all references in the Credit Agreement and each of the Credit Documents to
the Credit Agreement shall be deemed to be references to the Credit Agreement
after giving effect to this Amendment.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
NOBLE DRILLING CORPORATION
By /s/ Xxxx X. Xxxxxxx
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Title: Senior Vice President - Finance
CHRISTIANIA BANK OG KREDITKASSE ASA, NEW
YORK BRANCH, Individually and as
Administrative Agent
By /s/ Hans Chr. Kjelsrud
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Title: Senior Vice President
By /s/ Xxxxxx Xxxxxxxx
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Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
Individually and as Documentation Agent
By /s/ Philleppe Soustra
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Title: Senior Vice President
BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY
By /s/ X. Xxxxxxxxx
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Title: Vice President & Manager
THE FUJI BANK LIMITED
By
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Title:
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KBC BANK N.V.
By
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Title:
FORTIS CAPITAL CORPORATION
By
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Title:
ROYAL BANK OF CANADA
By /s/ Xxxxx Xxxx
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Title: Manager
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By /s/ Xxxx X. Xxxx
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Title: Vice president
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
By /s/ Xxxxxx X. Xxxxx III
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Title: Associate Director
By /s/ Pascal Kabemba
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Title: Associate Director
THE BANK OF NOVA SCOTIA
By /s/ F.C. H. Xxxxx
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Title: Senior Manager Loan Operations
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SKANDINAVISKA ENSKILDA XXXXXX XX (Publ.)
By /s/ Xxx Xxxxxx
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Title: Senior Client Executive
THE SANWA BANK, LIMITED
By
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Title:
DG BANK AG, NEW YORK BRANCH
By /s/ Xxxx X Xxxxxxxx
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Title: Vice president
By /s/ Xxxxx XxXxxxxx
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Title: Vice president
BANK ONE, NA
By /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
DG BANK, New York Branch
By:
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Title:
