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EXHIBIT 4.7
SECOND AMENDMENT
SECOND AMENDMENT (this "Amendment"), dated as of September 10,
1998, 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.
W I T N E S S E T H :
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 8.02(a) of the Credit Agreement is hereby amended
by inserting the following proviso at the end of clause (ii) thereof:
"provided that, at any time prior to December 31, 1998, the
Borrower and its Subsidiaries may transfer one or more of the Reserve Rigs to
foreign Subsidiaries of the Borrower to the extent such transfer or transfers
result(s) in demonstrable tax savings of not less than $1,000,000 to the
Borrower and its Subsidiaries taken as a whole,"
2. Section 8.03 of the Credit Agreement is hereby amended by
redesignating clause (h) thereof as clause (i) and inserting the following new
clause (h) immediately following clause (g) thereof:
(h) At any time after Ilion LLC shall become a Subsidiary of
the Borrower pursuant to a Permitted Investment, Ilion LLC shall be permitted to
incur up to $200,000,000 of Indebtedness to be used to upgrade, refit, refurbish
and/or repair the offshore drilling rig "Ilion", which Indebtedness may be
guaranteed by the Borrower; provided that (i) such Indebtedness shall not be
secured by any assets of the Borrower or any of its Subsidiaries other than the
"Ilion", the associated drilling contract referred to in clause (ii) below,
earnings from such contract and the insurances relating to the "Ilion", and (ii)
at the time of the incurrence of such Indebtedness, the "Ilion" shall be subject
to a binding letter of intent or executed multiyear drilling contract with a
reputable
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operator of recognized standing, which contract shall be reasonably expected, in
the good faith opinion of management, to provide income necessary to amortize at
least 80% of such Indebtedness; and
3. Section 8.04 of the Credit Agreement is hereby amended by
inserting the following clause (o) immediately following clause (n) thereof:
(o) Liens on the offshore drilling rig "Ilion", the associated
drilling contract, earnings from such contract and the insurances relating to
the "Ilion", to the extent such Liens are incurred pursuant to financing which
is permitted by Section 8.03(h).
4. Section 8.07(b) of the Credit Agreement is hereby amended
by inserting the following new language immediately prior to the period at the
end thereof:
"and (ii) the Borrower and the Guarantors may transfer the
Reserve Rigs to Subsidiaries which are not Guarantors to the extent permitted by
Section 8.02(a)(ii)".
5. Section 10 of the Credit Agreement is hereby amended by (i)
deleting the text of clause (j) of the definition of "Permitted Investments" in
its entirety and inserting the language "[Intentionally Omitted]" in lieu
thereof and (ii) deleting the reference to "10%" appearing in clause (k) of said
definition and inserting a reference to "20%" in lieu thereof.
6. Section 10 of the Credit Agreement is hereby further
amended by inserting the following new definition in appropriate alphabetical
order:
"Reserve Rigs" shall mean each of the offshore drilling rigs
"Noble Xxxxx Xxxxx", "Xx Xxxxx", "Xxxxx Xxxxx" and "Xxxxx Xxxxxxxxx", in each
case as such rig is named on the date hereof.
7. In order to induce the Banks to enter into this Amendment,
the Borrower (i) agrees to pay to each Bank which executes a copy of this
amendment on or before 5:00 p.m. New York time on September 25, 1998 an
amendment fee (the "Amendment Fee") equal to .20% of such Bank's Commitment
immediately after giving effect to this Amendment, which fee shall be earned by
and payable to each such Bank concurrently with the occurrence of the Second
Amendment Effective Date and (ii) (x) represents and warrants that no Default or
Event of Default exists on the Second 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 Second 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).
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8. 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.
9. 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.
10. 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.
11. This Amendment shall become effective on the first date
(the "Second Amendment Effective Date") on which (i) 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 and (ii)
the Borrower shall have paid the Amendment Fee to each Bank entitled thereto.
12. At all times on and after the Second 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.
* * *
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
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CHRISTIANIA BANK OG KREDITKASSE ASA,
NEW YORK BRANCH, Individually and as
Administrative Agent
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CREDIT LYONNAIS NEW YORK BRANCH,
Individually and as Documentation Agent
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BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY
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THE FUJI BANK LIMITED
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KBC BANK N.V.
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MEESPIERSON CAPITAL CORPORATION
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ROYAL BANK OF CANADA
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XXXXX FARGO BANK (TEXAS) NATIONAL
ASSOCIATION
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WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
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THE BANK OF NOVA SCOTIA
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SKANDINAVISKA ENSKILDA XXXXXX XX
(Publ.)
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THE SANWA BANK, LIMITED
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FIRST NATIONAL BANK OF COMMERCE
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DG BANK, New York Branch
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