EXHIBIT 10.60
SECOND AMENDMENT AGREEMENT
relating to a
$90,000,000 Facility Agreement
between
ARCADE DRILLING AS
as Borrower
CHASE INVESTMENT BANK LIMITED
as Arranger
CHASE MANHATTAN INTERNATIONAL LIMITED
as Agent
and
OTHERS
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Xxxxxxxx Chance
London
THIS SECOND AMENDMENT AGREEMENT is made on
1996
BETWEEN
(1)ARCADE DRILLING AS (the "Borrower");
(2)CHASE INVESTMENT BANK LIMITED (the "Arranger");
(3)CHASE MANHATTAN INTERNATIONAL LIMITED (the "Agent"); and
(4)THE FINANCIAL INSTITUTIONS named in the First Schedule (the "Banks").
WHEREAS
(A)Pursuant to an agreement (the "Facility Agreement") dated 21 February 1991
between the parties hereto a $90,000,000 loan facility was made available to
the Borrower;
(B)The Borrower has requested the amendment of the Loan Agreement in certain
respects.
(C)The total principal amount outstanding under the Facility Agreement is
currently $32,500,000.
IT IS AGREED
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1.Interpretation
1.1Terms defined in the Facility Agreement bear the same meaning herein.
1.2 In this Agreement "BP' means BP Exploration Operating Company
Limited and "Effective Date" shall bear the meaning given to it in
Clause 2. 1.
2. Effective Date
2.1 The Effective Date shall be the first date upon which:
(i) the Agent shall have confirmed to the Borrower that it has
received all of the documents listed in the Second Schedule
and that each is in form and substance satisfactory to the
Agent;
(ii) the representations set out in Clause 4 are true;
(iii) no event has occurred which is or may become (with the
passage of time, the giving of notice, the making of any
determination or any combination thereof) an Event of
Default or such earlier date as the Agent may agree.
2.2 The Agent shall, promptly after becoming aware of the same, notify
the other parties hereto of the occurrence of the Effective Date.
2.3 For the purposes of Clause 2.2 the Agent shall be entitled to
assume, unless it has actual notice or actual knowledge to the
contrary, that the conditions specified in Clause 2. 1(ii) and
(iii) are satisfied.
2.4 The giving of notice by the Agent pursuant to Clause 2.2 shall be
conclusive evidence of the occurrence of the Effective Date.
3. Amendments to Loan Agreement
3.1 On the Effective Date the Loan Agreement shall stand amended as
set out in the Third Schedule and thereafter any reference in any
Finance Document to the Facility Agreement shall (unless the
context otherwise requires) be construed as a reference to the
Facility Agreement as amended pursuant hereto or from time to
time.
3.2 Save as expressly provided herein each Finance Document shall
continue in full force and effect in accordance with its terms.
4. Representations
The Borrower hereby represents that:
(i) each of the representations set out in Clause 16 of the
Facility Agreement (other than in sub-clauses 16.2(viii) and
Ox) and other than sub-clause 16.2(vii), in so far as it
relates to the Loan Agreement prior to its amendment
pursuant hereto) is true and will remain true upon the Loan
Agreement being amended as herein provided, but as if all
reference to the Original Financial Statements were
references to the Borrower's audited financial statements
for the financial year ending 31 December 1995; and
(ii) each of the representations set out in Clause 16.1 of the
Loan Agreement ,would be true if all references therein to
the Finance Documents included this Agreement.
5. Benefit of Agreement
5.1 This Agreement shall be binding upon and enure to the benefit of
each party hereto and its successors and assigns.
5.2 The Borrower shall not be entitled to assign or transfer all or
any of its rights, benefits and obligations hereunder.
6. Miscellaneous
6.1 The provisions of Clauses 26, 27 and 34 to 38 inclusive of
the Facility Agreement shall be deemed incorporated herein
mutates mutandis but as if references therein to the
Facility Agreement or the Finance Documents were references
to this Agreement.
6.2 The Borrower undertakes to deliver to the Agent, by no later
than 15 November 1996, a copy of the executed contract
between it and BP for the employment of the Xxxx X. Xxxx Xx.
from 1 November 1996 on terms satisfactory to the Agent.
7. Counterparts
This Agreement may be ex=xxx in any number of counterparts and by
different parties hereto as separate counterparts each of which,
when executed and delivered, shall constitute an original, but all
the counterparts shall together constitute but one and the same
instrument.
8. Changes to the Banks
The Banks and their respective shares of the Advance as at the
date hereof are as set out in the First Schedule.
9. Status of this Agreement
It is agreed that this Agreement is a Finance Document as defined
in the Facility Agreement.
IN WITNESS whereof this Agreement has been executed by the parties hereto the
day and year first before written.
THE FIRST SCHEDULE
Bank Share of the Advance
Christiania Bank OG Kreditkasse $1,805,557
The Chase Manhattan Bank $30,694,443
$32,500,000
THE SECOND SCHEDULE
Condition Precedent Documents
1. A copy certified as a true copy by a duly authorized officer of the
Borrower, of a board resolution of the Borrower approving the execution,
delivery and performance of this Agreement.
2. A copy certified a true copy by a duly authorized officer of the
Borrower of any power of attorney issued pursuant to such Board
Resolutions.
3. A legal opinion of the Agent's English and Norwegian counsel and written
confirmation from the Bank's Panamanian counsel that the security
constituted by the Mortgages is not adversely affected by the amendments
effected hereby.
4. A copy of the executed contract between the Borrower and BP Exploration
Operating Company limited ("BP") for the employment of the Xxxxx
Xxxxxxxx from 1 October 1996 (on terms satisfactory to the Agent);
5. Evidence that any condition to the effectiveness of the contract
referred to in paragraph 4 above have been met.
THE THIRD SCHEDULE
1. Reference in this Schedule to Clauses or Schedules shall, unless the
context otherwise requires, be construed as references to clauses of the
Facility Agreement.
2. The Facility Agreement shall be amended as follows:
(A) New Definition
A new definition of "BP Contracts" shall be inserted as follows:
"BP Contracts" means:
(i) the contract between the Borrower and BP Exploration
Operating Company Limited ("BP") for the employment of
the Xxxxx Xxxxxxxx from 1 October 1996; and
(ii) the contract between the Borrower and BP for the
employment of the Xxxx X. Xxxx Xx. from 1 November
1996.
(B) Margin
The Applicable Margin shall reduce to 0.45 per cent. p.a.;
(C) The Repayment Schedule in the Sixth Schedule is reconfirmed as
follows:
"Repayment Date Repayment
($)
28 February 1997 5,000,000
29 August 1997 6,500,000
27 February 1998 6,500,000
31 August 1998 6,500,000
26 February 1999 4,000,000
31 August 1999 4,000,000
Total US$ 32,500,000
(D) Financial Information
(i) Clause 17.1(ii)(a) shall be amended by deleting sub-
paragraphs (2), (3), (4) and (5) thereof.
(ii) Clause 17.1(ii)(b) shall be deleted.
(E) Financial Condition
(i) Clauses 18.1(i), 18.2, 18.3 and 18.4 shall be deleted.
(ii) The existing Clause 18.1(ii) shall be deleted and replaced
with the following:
"in respect of the Arcade Group Liquid Assets shall
not be less than $10,000,000 Provided Always that if
an Instructing Group determines in its sole discretion
that (as at 1 November in each year) satisfactory
contractual commitments exist for the employment of
the Rigs for the twelve month period following such
date then during such twelve month period Liquid
Assets may (notwithstanding the foregoing) be less
than $10,000,000 but shall not in any event be less
than $1,500,000 Provided Further that it is
acknowledged that the foregoing proviso shall be
deemed to be satisfied if and for so long as at least
one of the Rigs is employed pursuant to a BP Contract
and no notice of cancellation has been received by the
Borrower thereunder".
(iii) Clause 18.5 shall be deleted save for the definition of
"Reporting Date" in Clause 18.5(i).
(iv) Clause 18.6 shall be deleted save for the definition of
"Liquid Assets" in Clause 18.6(v).
(F) Covenants
(i) Clause 19.3(iii) shall be amended by adding the following
proviso:
"Provided always that this Clause shall not apply if
and for so long as (a) at least one of the Rigs is
employed pursuant to a BP Contract and no notice of
cancellation has been received by the Borrower
thereunder and (b) Liquid Assets are at least
$1,500,000".
(ii) Without prejudice to Clause 20.1(xv) of the Facility
Agreement the Agent and the Banks hereby consent to the
management of the "Xxxxx Xxxxxxxx" by Reading and Xxxxx.
The Borrower
ARCADE DRILLING A/S
By: /s/ X. Xxxxxxx
Address: Xxxxxxx 0X
0000 Xxxx 1
Norway
Attention:
Arranger
CHASE INVESTMENT BANK LIMITED
as Arranger and Lead Manager
By:
Address: Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Attention: Syndicated Loans
The Banks
THE CHASE MANHATTAN BANK
as Bank
By:
Address: Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Attention:
Telex: 0000000 CMBG (tel: 0000 000 0000)
CHRISTIANIA BANK OG KREDITKASSE
as Bank
By:
Address: XX. Xxx Xxxxxxx
0000 Xxxx 0
Xxxxxx
The Agent
CHASE MANHATTAN INTERNATIONAL LIMITED
By:
Address: 0 Xxxxxxxxx
Xxxxxxxxxxx
Xxxxxx XX0 0XX
Attention:
Telex: 8954681 CMB G
