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EXHIBIT 4.18
THIRD AMENDMENT
THIRD AMENDMENT (this "Amendment"), dated as of February 25, 1999,
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 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 8.03 of the Credit Agreement is hereby amended by (i)
replacing the reference to "$200,000,000" appearing in clause (h) thereof with a
reference to "$125,000,000, (ii) deleting the word "and" appearing at the end of
clause (h) thereof, (iii) redesignating clause (i) thereof as clause (j) and
(iv) inserting the following new clause (i) immediately following clause (h)
thereof:
(i) unsecured Indebtedness of the Borrower which shall have a final
maturity not earlier than seven years after the issuance thereof and shall
require no principal payments prior to the final maturity thereof, which
Indebtedness shall be incurred pursuant to a public issuance of debt
securities, in an aggregate principal amount not to exceed $400,000,000,
provided that the proceeds thereof shall, upon receipt thereof, be used to
fund (to the extent of such obligations): first, a tender offer (which
tender offer shall be effected not later than March 31, 1999) to purchase
100% of the outstanding $125,000,000 principal amount of 9-1/8% Senior Notes
and second, to repay outstanding Loans; provided further that the amount of
Indebtedness permitted pursuant to this clause (i) shall be reduced by 100%
of the amount by which the 9-1/8% Senior Notes tendered and repurchased
pursuant to such tender offer is less than $115,000,000; and
2. Section 8.11 of the Credit Agreement is hereby amended by
replacing the reference therein to "2.5" with a reference to "2.0".
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3. Section 8.04(h) of the Credit Agreement is hereby amended by (i)
replacing the reference therein to "$400,000,000" with a reference to "(x) at
any time prior to the completion of the Xxx Xxxxxxxx, $175,000,000 and (y) at
any time thereafter, $125,000,000" and (ii) inserting the parenthetical "(other
than the Noble Xxx Xxxxx and Xxxxx Xxxx Runner (each as such rig was named on
the Third Amendment Effective Date))" immediately following the reference to
"Fleet Rigs" in clause (ii) of said section.
4. Section 8.05(a) of the Credit Agreement is hereby amended by
deleting said Section in its entirety and inserting the following new clause (a)
in lieu thereof:
(a) So long as no Default or Event of Default exists or would result
therefrom, the Borrower and its Subsidiaries may pay Dividends in an amount
not to exceed in the aggregate the Cumulative Net Income Amount then in
effect.
5. Section 10 of the Credit Agreement is hereby amended by deleting
the definitions of "Applicable Commitment Commission Percentage" and "Applicable
Eurodollar Margin" appearing therein and inserting the following new definition
in lieu thereof:
"Applicable Commitment Commission Percentage" shall be equal to (i) at
all times during which the Borrower's Credit Rating falls in category 1,2 or
3, the percentage per annum set forth below opposite the Borrower's
applicable Credit Rating:
Credit Rating Applicable Commitment Commission Percentage
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Category 1 0.150% per annum
Category 2 0.175% per annum
Category 3 0.200% per annum
and (ii) at all times during which the Borrower's Credit Rating falls in
category 4, the percentage per annum set forth below opposite the Borrower's
then applicable Pricing Ratio:
Pricing Ratio Applicable Commitment Commission Percentage
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Less than 1.00:1.00 0.250% per annum
Greater than or equal
to 1.00:1.00 and less
than 1.75:1.00 0.300% per annum
Greater than or equal
to 1.75:1.00 0.350% per annum
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"Applicable Eurodollar Margin" shall be equal to (i) at all times during
which the Borrower's Credit Rating falls in category 1,2 or 3, the
percentage per annum set forth below opposite the Borrower's applicable
Credit Rating:
Credit Rating Applicable Eurodollar Margin
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Category 1 0.50% per annum
Category 2 0.70% per annum
Category 3 0.90% per annum
and (ii) at all times during which the Borrower's Credit Rating falls in
category 4, the percentage per annum set forth below opposite the Borrower's
then applicable Pricing Ratio:
Pricing Ratio Applicable Eurodollar Margin
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Less than 1.00:1.00 1.10% per annum
Greater than or equal
to 1.00:1.00 and less
than 1.75:1.00 1.30% per annum
Greater than or equal
to 1.75:1.00 1.50% per annum
6. Section 10 of the Credit Agreement is hereby further amended by
inserting the following new proviso immediately before the period at the end of
the definition of "Consolidated Indebtedness" appearing therein:
; provided that, for purposes of calculating the Leverage Ratio,
"Consolidated Indebtedness" shall not include any Indebtedness which is
non-recourse to the Borrower or any Subsidiary Guarantor.
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 Friday, February 26, 1999 an amendment
fee (the "Amendment Fee") equal to .075% of such Bank's Commitment immediately
prior to giving effect to this Amendment, which fee shall be earned by and
payable to each such Bank concurrently with the occurrence of the Third
Amendment Effective Date and (ii) (x) represents and warrants that no Default or
Event of Default exists on the Third 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 Third 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
"Third 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 Third 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 as
Amended hereby.
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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/ XXXXX X. XXXXXXXX
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Title: Senior Vice President
CHRISTIANIA BANK OG KREDITKASSE ASA,
NEW YORK BRANCH, Individually and as
Administrative Agent
By /s/ XXXXXX XXXXXX
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Title: Senior Vice President
By /s/ A. DOGANCAY
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Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
Individually and as Documentation Agent
By /s/ PHILIPPE SOUSTRA
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Title: Senior Vice President
BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY
By /s/ XXXX X. XXXXXX
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Title: Vice President & Manager
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XXXXXXXXXXXX XXXXXXXXXX
XXXXXXXXXXXX, XXX XXXX BRANCH
By /s/ XXXXXX X. XXXXXXXXX
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Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ F.C.H. XXXXX
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Title: Senior Manager
Loan Operations
SKANDINAVISKA ENSKILDA XXXXXX XX
(Publ.)
By /s/ XXX XXXXXX
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Title: Senior Client Executive
THE SANWA BANK, LIMITED
By /s/ XXXXXX XXXXX
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Title: Vice President
FIRST NATIONAL BANK OF COMMERCE
By
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Title:
THE FUJI BANK LIMITED
By /s/ XXXXXXX XXXXXXX
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Title: Vice President & Manager
KBC BANK N.V.
By /s/ XXXXXXX X. XXXXXX
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Title: Vice President
By /s/ XXXXXXX X. XXXXXX
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Title: First Vice President
MEESPIERSON CAPITAL CORPORATION
By /s/ XXXXX XXXX
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Title: Managing Director
By /s/ X. XXXXXX
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Title: Managing Director
ROYAL BANK OF CANADA
By /s/ XXXXX X. XXXXXXXX
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Title: Senior Manager
XXXXX FARGO BANK (TEXAS) NATIONAL
ASSOCIATION
By /s/ XXXX X. XXXX
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Title: Vice President
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DG BANK,
Deutsche Genossenschaftsbank AG
By /s/ XXXX X. XXXXXXXX
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Title: Vice President
By /s/ XXXXX XXXXXXXX
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Title: Asst. Vice President
BANK ONE, LOUISIANA, NA
By /s/ XXXXXXX X. XXXXX
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Title: Vice President
