AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of August 19, 2011 among MCDERMOTT INTERNATIONAL, INC. as the Borrower and THE LENDERS AND ISSUERS PARTY HERETO and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as Administrative Agent, Collateral Agent,...
Exhibit 4.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
dated as of August 19, 2011
among
XXXXXXXXX INTERNATIONAL, INC.
as the Borrower
and
THE LENDERS AND ISSUERS PARTY HERETO
and
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
as Administrative Agent, Collateral Agent, Joint Lead Arranger and Joint Bookrunner
and
and
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
and
XXXXX FARGO SECURITIES, LLC
as Joint Lead Arrangers and Joint Bookrunners
and
BNP PARIBAS
as Syndication Agent
and
XXXXX FARGO BANK, N.A.
and
BANK OF AMERICA, N.A.
and
DNB NOR BANK ASA
and
BBVA COMPASS
as Co-Documentation Agents
AMENDMENT NO. 1 AND CONSENT
This AMENDMENT NO. 1 AND CONSENT (the “Amendment”) dated August 19, 2011 (the
“Amendment No. 1 Effective Date”), is among XXXXXXXXX INTERNATIONAL, INC., a Panamanian
corporation (“Borrower”), the Lenders and Issuers listed on the signature pages hereto, the
Guarantors party hereto, and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as administrative agent
(in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity,
the “Collateral Agent”). Reference is made to the Credit Agreement (the “Credit
Agreement”) dated May 3, 2010 among the Borrower, the Administrative Agent, and the Lenders and
Issuers party thereto.
The parties hereto hereby agree as follows:
Section 1. Defined Terms; Other Definitional Provisions. As used in this Amendment,
each of the terms defined herein shall have the meanings assigned to such terms herein. Each term
defined in the Credit Agreement and used herein without definition shall have the meaning assigned
to such term in the Credit Agreement, unless expressly provided to the contrary. The words
“hereof”, “herein”, and “hereunder” and words of similar import when used in this Amendment shall
refer to this Amendment as a whole and not to any particular provision of this Amendment.
Paragraph headings have been inserted in this Amendment as a matter of convenience for reference
only and it is agreed that such paragraph headings are not a part of this Amendment and shall not
be used in the interpretation of any provision of this Amendment.
Section 2. Amendments to Credit Agreement.
(a) Section 1.1 of the Credit Agreement is hereby amended by:
(i) adding the following definitions in the appropriate alphabetical order:
“Alternate Program” means any program providing for the
sale or other disposition of trade or other receivables entered into
by the Borrower or a Subsidiary of the Borrower on terms customary
for such financing transactions, the terms of which arrangement do
not impose any recourse or repurchase obligations upon the Borrower
or any Restricted Subsidiary except for reasonably customary
representations, warranties, covenants and indemnities by the
Borrower or a Restricted Subsidiary in connection therewith.
“Alternate Program Indebtedness” means, at any time, the
liabilities of the Borrower or a Subsidiary of the Borrower under an
Alternate Program that would be outstanding at such time thereunder
if the same were structured as a secured lending arrangement rather
than a purchase and sale arrangement.
“Amendment No. 1 Effective Date” means August 19, 2011.
“Net Financing Proceeds” means, with respect to the incurrence
by any Person of any Indebtedness to any other Person, an amount
equal to (a) the gross cash proceeds received by such Person from
such incurrence or issuance less (b) all underwriting
commissions, legal, investment banking, brokerage and
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accounting and other professional fees, sales commissions and other disbursements
actually incurred in connection with such sale or issuance.
“Non-cash Consideration” means the Fair Market Value of
non-cash consideration received by the Borrower or a Restricted
Subsidiary in connection with an Asset Sale less the amount of cash
or Cash Equivalents received in connection with a subsequent sale of
or collection on such Non-cash Consideration.
“Specified Vessel Sale” means, so long as no Default or Event
of Default is continuing or would result therefrom, the sale for
Fair Market Value of any or all of the following marine vessels:
XxXxxxxxx Xxxxxxx Barge No. 26, Acadian Sea, Burin Sea, Hebron Sea,
Mariner Sea, Panuke Sea, Trinity Sea, Venture Sea, Xxxx Xxxx,
Intrepid Sea, and Sable Sea, together with the assets related to
such vessels.
(ii) amending the definition of “Capital Lease” by adding the following sentence to the
end:
Notwithstanding the foregoing, any lease that would have been
accounted for as an operating lease on a balance sheet of such
Person prepared in conformity with GAAP as in effect on the
Amendment No. 1 Effective Date shall be deemed not to be a Capital
Lease.
(iii) amending the definition of “Cobia Entities” in its entirety as follows:
“Cobia Entities” means, collectively, Cobia AcquisitionCo,
North Ocean II KS, a limited partnership organized and existing
under the laws of Norway, North Ocean II AS, a private limited
liability company organized and existing under the laws of Norway,
North Ocean V AS, a private limited liability company organized and
existing under the laws of Norway, and North Ocean 105 AS, a private
limited liability company organized and existing under the laws of
Norway. “Cobia Entity” means any of the Cobia Entities.
(iv) amending the definition of “Co-Documentation Agents” in its entirety as follows:
“Co-Documentation Agents” means Xxxxx Fargo Bank, N.A., Bank of
America, N.A., DnB NOR Bank ASA, and BBVA Compass, each in their
capacity as co-documentation agent.
(v) amending the definition of “Fair Market Value” by replacing “an Asset Sale to be
made pursuant to Section 8.4(h) or (i)” with “an Asset Sale to be made pursuant to Section 8.4(h),
(i), (o), (p), or (q) (Sale of Assets)”;
(vi) amending the definition of “Financial Covenant Debt” by replacing “specified in clauses
(a), (b), (c), (d), (e), (f), (g) and (h) of the definition of “Indebtedness”
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determined on a consolidated basis” with “specified in clauses (a), (b), (c), (d), (e), (f), (g), (h) and (k) of
the definition of “Indebtedness” determined on a consolidated basis”;
(vii) amending the definition of “Indebtedness” by (A) deleting the “and” at the end of
clause (j), (B) changing clause (k) to be a new clause (l), and (C) adding a new clause (k) to
read as follows:
(k) all Alternate Program Indebtedness of such Person; and
(viii) amending the definition of “Interest Expense” by adding the following sentence to
the end:
Notwithstanding the foregoing, the interest component of all
payments associated with any lease that would have been accounted
for as an operating lease on a balance sheet of such Person prepared
in conformity with GAAP as in effect on the Amendment No. 1
Effective Date shall be excluded from Interest Expense.
(ix) amending the definition of “Joint Venture” in its entirety as follows:
“Joint Venture” means any Person (a) in which the Borrower
or a Subsidiary of the Borrower, directly or indirectly, owns at
least 25% of the Stock or Stock Equivalents of such Person and (b)
that is not a Subsidiary of the Borrower. As of the Amendment No. 1
Effective Date, the Persons listed on Schedule 1.1 are Joint
Ventures.
(x) amending the definition of “Net Cash Proceeds” by adding “or (h)” immediately
following “referenced in Section 8.4(i)”;
(xi) amending clause (e) of the definition of “Permitted Acquisition” by adding “or (m)
(Indebtedness)” immediately following “Section 8.1(d)”; and
(xii) amending clause (a) of the definition of “Revolving Facility Termination Date” in its
entirety to read “(a) the fifth anniversary of the Amendment No. 1 Effective Date,”.
(b) Section 2.9(b) of the Credit Agreement is hereby amended by (i) replacing “Upon receipt”
with “Within 12 months after the receipt thereof,” (ii) adding “or (h)” immediately following
“pursuant to Section 8.4(i)” and (iii) adding “remaining after application of such Net Cash
Proceeds as otherwise permitted in such Section” immediately following “such amounts”.
(c) Section 2.12(b)(i) of the Credit Agreement is hereby amended by replacing “an issuance fee
of 0.250% per annum” with “an issuance fee of 0.150% per annum”;
(d) Section 5.1 of the Credit Agreement is hereby amended by replacing “2.50:1.00” with
“3.00:1.00”.
(e) Section 7.11(a) of the Credit Agreement is hereby amended by:
(i) adding “or (m)” immediately following “Section 8.1(d)” in clause (iv); and
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(ii) adding “or (m)” immediately following “Section 8.1(d)” in clause (v).
(f) Section 7.12 of the Credit agreement is hereby amended by replacing “(other than any such
Real Property acquired with Indebtedness permitted by Section 8.1(d) or (g) (Indebtedness))” with
"(other than any such Real Property acquired with Indebtedness permitted by Section 8.1(d), (g) or
(m) (Indebtedness))”
(g) Section 8.1 of the Credit Agreement is hereby amended by:
(i) amending clause (d) in its entirety as follows:
(d) secured Indebtedness of the Borrower or any Restricted
Subsidiary including Capital Lease Obligations and purchase money
Indebtedness incurred by the Borrower or a Restricted Subsidiary of
the Borrower to finance (concurrently with or within 90 days after)
the acquisition of tangible property (including marine vessels) and
Indebtedness in respect of sale and leaseback transactions, but
excluding Indebtedness incurred or assumed in connection with an
Acquisition, in an aggregate outstanding principal amount not to
exceed $250,000,000.00 at any time;
(ii) amending clause (g) in its entirety as follows:
(g) unsecured Indebtedness of the Borrower and its
Restricted Subsidiaries so long as immediately after giving effect
to the issuance, incurrence or assumption of any such unsecured
Indebtedness, the Leverage Ratio for the most recent four-quarter
period for which financial statements are available calculated on a
pro forma basis does not exceed 2.75:1.00;
(iii) deleting “and” from the end of clause (k);
(iv) replacing the period at the end of clause (l) with a semicolon;
(v) adding the following new clauses (m), (n) and (o):
(m) Indebtedness incurred or assumed in connection with an
Acquisition permitted under Section 8.3 (Acquisitions);
(n) Indebtedness in respect of matured or drawn Performance
Guarantees, provided that such Indebtedness is reimbursed or
extinguished within 5 Business Days of being matured or drawn; and
(o) Alternate Program Indebtedness.
(h) Section 8.2 of the Credit Agreement is hereby amended by:
(i) amending clause (d) by adding “or (m)” immediately following “Indebtedness permitted
under Section 8.1(d)”;
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(ii) amending clause (l) by replacing “shall not exceed $10,000,000.00 at any time” with
“shall not exceed $30,000,000.00 at any time”.
(iii) deleting “and” from the end of clause (m);
(iv) replacing the period at the end of clause (n) with “; and”;
(v) adding the following new clause (o):
(o) Liens created by any Alternate Program permitted under
Section 8.4(n) (Sale of Assets) (or any document executed by the
Borrower or any Subsidiary of the Borrower in connection therewith).
(i) Section 8.3 of the Credit Agreement is hereby amended by replacing “Permitted Cobia
Acquisition” with “Cobia Permitted Acquisition”.
(j) Section 8.4 of the Credit Agreement is hereby amended by:
(i) amending clause (h) in its entirety as follows:
(h) as long as no Default or Event of Default is
continuing or would result therefrom, (i) any other Asset Sale
(other than an Asset Sale in respect of a Mortgaged Vessel or Stock in a Mortgaged Vessel
Owning Subsidiary) for Fair Market Value, at least 75% of which is
payable in cash or Cash Equivalents upon such sale; and (ii) any
other Asset Sale for Fair Market Value so long as the Non-cash
Consideration from such Asset Sale and all other Asset Sales made in
reliance upon this clause (h)(ii) after the Amendment No. 1
Effective Date does not exceed $30,000,000.00; provided that, in
either case, the Revolving Commitments shall be permanently reduced
as set forth in Section 2.5(b) (Reduction and Termination of the
Revolving Commitments) by an amount equal to 100% of the Net Cash
Proceeds from such Asset Sale minus the amounts that are applied by
the Borrower and its Restricted Subsidiaries within 12 months from
the later of the date of such Asset Sale or the receipt of such Net
Cash Proceeds to (A) acquire other assets in an Eligible Line of
Business, which assets shall concurrently with their acquisition
become Collateral if and to the extent required by Section 7.11
(Additional Collateral and Guaranties; Collateral Fall-away) or (B)
make capital expenditures to improve or repair existing assets of
the Borrower or its Restricted Subsidiaries;
(ii) deleting “and” from clause (l);
(iii) replacing the period at the end of clause (m) with a semicolon;
(iv) adding the following new clauses (n) through (q):
(n) dispositions of any receivables and related rights
pursuant to any Alternate Program so long as immediately after
giving effect to such disposition the Borrower will be in pro forma
compliance with Section 5.1 (Maximum
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Leverage Ratio) for the most recent four-quarter period for which financial statements are
available;
(o) any Specified Vessel Sale;
(p) the sale of the fabrication yard owned by J. Xxx XxXxxxxxx,
Inc. located at 000 Xxxxxxx 000, Xxxx Xxxxxxx, Xxxxx 00000 for Fair
Market Value so long as no Default or Event of Default is continuing
or would result therefrom; and
(q) the sale of up to 50% of the Stock of Barmada McDermott (L)
Limited and up to 45% of the Stock of Barmada McDermott Sdn. Bhd.,
for Fair Market Value in either case so long as no Default or Event
of Default is continuing or would result therefrom.
(v) adding the following sentence to the end of Section 8.4:
Notwithstanding the foregoing, no Asset Sale shall be permitted hereunder if the assets being
disposed of in such transaction or any series of related transactions would, in the aggregate,
constitute a material portion of the business of the Borrower and its Restricted Subsidiaries taken
as a whole.
(k) Section 8.5 of the Credit Agreement is hereby amended by:
(i) amending clause (e) in its entirety as follows:
(e) so long as no Default or Event of Default has occurred and
is continuing, or would result therefrom, Restricted Payments (other
than guarantees and indemnities for the benefit of Xxxxxxx & Xxxxxx
Investment Company or any of its Subsidiaries) in an aggregate amount not to
exceed (i) $100,000,000.00 during any Fiscal Year plus (ii)
beginning in Fiscal Year 2011, the lesser of (A) the aggregate
amount of Restricted Payments permitted to be made pursuant to this
clause (e) in the prior Fiscal Year and not made in such prior
Fiscal Year and (B) $50,000,000.00;
(ii) amending clause (q) in its entirety as follows:
(q) (i) contributions to Joint Ventures and Subsidiaries
that are not Guarantors of assets not constituting Collateral and
not required to be Collateral (other than assets that are not
Collateral or required to be Collateral under clause (i) of the
definition of “Excluded Asset” in the Pledge and Security Agreement)
and (ii) Hedging Contracts (and payments thereunder) that are not
speculative in nature entered into on behalf of Joint Ventures and
Subsidiaries, so long as any payment by the Borrower or any
Restricted Subsidiary under any such Hedging Contract is reimbursed
by the applicable Joint Venture or Subsidiary in the ordinary course
of business;
(iii) deleting the “and” at the end of clause (p); and
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(iv) adding a new clause (r) to read as follows:
(r) other than those disclosed on Schedule 8.5 (Existing
Investments), direct or indirect Investments, including Letters of
Credit and other credit support obligations, in Subsidiaries that
are not Guarantors or Joint Ventures that are not Guarantors, but in
each case are engaged in an Eligible Line of Business, in an
aggregate amount not to exceed the Net Financing Proceeds received
by the Borrower and its Restricted Subsidiaries of Indebtedness
permitted to be incurred hereunder (other than the Loans).
(l) Section 8.9 of the Credit Agreement is hereby amended by replacing “Section 8.1(b),
(d) or (e)” with “Section 8.1(b), (d), (e) or (m)”.
(m) Section 8.13 of the Credit Agreement is hereby amended by replacing “$100,000,000.00” with
“$200,000,000.00”.
(n) Section 8.14 of the Credit Agreement is hereby amended by replacing “$400,000,000.00” with
“$600,000,000.00”.
(o) Section 9.1 of the Credit Agreement is hereby amended by:
(i) replacing “$10,000,000.00” with “$50,000,000.00” in clause (e)(i);
(ii) replacing “$10,000,000.00” with “$50,000,000.00” in clause (g); and
(iii) replacing “$20,000,000.00” with “$50,000,000.00” in clause (h)(i).
(p) Schedule I to the Credit Agreement is hereby amended and restated in its entirety with
Schedule I attached hereto.
(q) Schedule II to the Credit Agreement is hereby amended and restated in its entirety with
Schedule II attached hereto.
(r) Schedule IV to the Credit Agreement is hereby amended and restated in its entirety with
Schedule IV attached hereto.
(s) Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety with
Schedule 1.1 attached hereto.
(t) Schedule 4.7 to the Credit Agreement is hereby amended and restated in its entirety with
Schedule 4.7 attached hereto.
Section 3. Amendments to Pledge and Security Agreement.
(a) Section 5.10(e) of the Pledge and Security Agreement is hereby amended in its entirety as
follows:
(e) Upon request of the Collateral Agent, each Grantor shall
execute and deliver, and have recorded in the United States Patent and Trademark Office or
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the United States Copyright Office, as
applicable, any and all agreements, instruments, documents, and
papers as the Collateral Agent may request to evidence the
Collateral Agent’s security interest in any Copyright, Patent,
Trademark or other Intellectual Property of such Grantor.
(b) Section 5.10(i) of the Pledge and Security Agreement is hereby amended in its
entirety as follows:
(i) Such Grantor agrees that, should it obtain an ownership
interest in any item of intellectual property which is not, as of
the Effective Date, a part of the Intellectual Property Collateral
(the “After-Acquired Intellectual Property”), (i) the
provisions of Section 3 shall automatically apply thereto and (ii)
any such After-Acquired Intellectual Property, and in the case of
trademarks, the goodwill of the business connected therewith or
symbolized thereby, shall automatically become part of the
Collateral.
(c) Section 5.10(j) of the Pledge and Security Agreement is hereby deleted.
(d) Section 5.10(k) of the Pledge and Security Agreement is hereby deleted.
(e) Section 5.10(l) of the Pledge and Security Agreement is hereby re-numbered as Section
5.10(j).
Section 4. Consent. The Lenders hereby consent to the release and termination of the
Collateral Agent’s lien on and security interest in each of XxXxxxxxx Xxxxxxx Barge No. 26, Acadian
Sea, Burin Sea, Hebron Sea, Mariner Sea, Panuke Sea, Trinity Sea, Venture Sea and the fabrication
yard owned by J. Xxx XxXxxxxxx, Inc. located at 000 Xxxxxxx 000, Xxxx Xxxxxxx, Xxxxx 00000.
Section 5. Release of Guarantor.
(a) From and after the Amendment No. 1 Effective Date, (i) the obligations of Barmada
McDermott (L) Limited (the “Released Guarantor”) under the Pledge and Security Agreement
and each other Loan Document are hereby released, terminated and no longer of any force and effect
(except for those obligations that expressly survive the termination of the Pledge and Security
Agreement and release of the lien created thereby) and (ii) the lien on and security
interest in the Collateral granted by the Released Guarantor pursuant to the Pledge and
Security Agreement and any other Loan Document are hereby released, terminated and no longer of any
force and effect.
(b) The Collateral Agent shall, upon the reasonable request of the Released Guarantor and at
the sole cost and expense of the Released Guarantor, execute and deliver such UCC-3 termination
statements, releases of security interests and other instruments, in each case in proper form for
recording, as the Released Guarantor shall reasonably request to evidence the release expressly
contemplated herein.
Section 6. Borrower Representations and Warranties. The Borrower represents and
warrants that:
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(a) both before and after giving effect to this Amendment and any Loan or Issuance on the
Amendment No. 1 Effective Date, the representations and warranties set forth in Article IV of the
Credit Agreement and in the other Loan Documents that have no materiality or Material Adverse
Effect qualification are true and correct in all material respects and the representations and
warranties set forth in Article IV of the Credit Agreement and in the other Loan Documents that
have a materiality or Material Adverse Effect qualification are true and correct in all respects,
in each case with the same effect as though made on and as of the Amendment No. 1 Effective Date
or, to the extent such representations and warranties expressly relate to an earlier date, as of
such earlier date;
(b) both before and after giving effect to this Amendment and any Loan or Issuance on the
Amendment No. 1 Effective Date, no Default or Event of Default has occurred and is continuing;
(c) the execution, delivery and performance of this Amendment are within the corporate or
other organizational power and authority of the Borrower and each Guarantor and have been duly
authorized by appropriate organizational and governing action and proceedings;
(d) the execution and delivery by the Borrower and each Guarantor of this Amendment does not
and will not (i) violate (A) any provision of any law, statute, rule or regulation, or of the
certificate or articles of incorporation or partnership agreement, other constitutive documents or
by-laws of the Borrower or any such Guarantor or (B) any applicable order of any court or any rule,
regulation or order of any Governmental Authority, (ii) be in conflict with, result in a breach of
or constitute (alone or with notice or lapse of time or both) a default under any Contractual
Obligation of the Borrower or any Guarantor, where any such conflict, violation, breach or default
referred to in clause (i) or (ii) of this clause (d), individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect, (iii) except as permitted under the
Credit Agreement (as amended by this Amendment), result in or require the creation or imposition of
any Lien upon any of the properties or assets of the Borrower or any such Guarantor (other than any
Liens created under any of the Loan Documents in favor of the Collateral Agent on behalf of the
Secured Parties), or (iv) require any approval of stockholders or partners or any approval or
consent of any Person under any Contractual Obligation of the Borrower or any Guarantor except for
such approvals or consents which have been obtained and except for any such approvals or consents
the failure of which to obtain will not have a Material Adverse Effect;
(e) the person who is executing this Amendment on behalf of the Borrower and each Guarantor
has the full power, authority and legal right to do so, and this Amendment has been duly executed
by such person and delivered to the Administrative Agent;
(f) as of the Amendment No. 1 Effective Date, no litigation not listed on Schedule 4.7
hereto has been commenced against the Borrower or any of its Restricted Subsidiaries that could
reasonably be expected to have a Material Adverse Effect; and
(g) this Amendment constitutes the legal, valid, and binding obligation of the Borrower
enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the rights of creditors generally
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and general principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or at law).
Section 7. Changes in Lenders and Commitments. On the Amendment No. 1 Effective Date:
(a) Each Person listed on Schedule I hereto shall be a Lender with a Revolving
Commitment in the applicable amount set forth for such Lender in Schedule I.
(b) Each Lender which is not a Lender (as defined in the Credit Agreement) (a “New
Lender”) shall purchase Loans from other Lenders (as defined in the Credit Agreement) party to
the Credit Agreement in an amount such that, after giving effect thereto, the aggregate amount of
such Loans shall bear the same relationship to the Revolving Commitment of such New Lender as the
outstanding Loans of other Lenders bear to their Revolving Commitments.
(c) The participations of the Lenders in Letters of Credit and the Swing Loans shall be
redetermined on the basis of their respective Commitments set forth in Schedule I, all
pursuant to the terms of the Credit Agreement as amended by this Amendment (the “Amended Credit
Agreement”).
(d) Any Lender (as defined in the Credit Agreement) party to the Credit Agreement but not
listed in Schedule I (each, a “Departing Lender”) shall cease to be a Lender party
to the Amended Credit Agreement, shall cease to have a Revolving Commitment thereunder or any
participation in outstanding Letters of Credit or Swing Loans, and all Loans made by such Departing
Lender shall be paid to such Departing Lender on the Amendment No. 1 Effective Date in accordance
with this Section 7 by the Lenders (as defined in the Amended Credit Agreement).
(e) Any Lender which is not a New Lender, but whose Ratable Portion (as defined in the Amended
Credit Agreement) is greater than its Ratable Portion (as defined in the Credit Agreement)
previously in effect shall be deemed a New Lender for purposes hereof to the extent of such
increase, and any such Lender whose Ratable Portion (as defined in the Amended Credit Agreement) is
less than its Ratable Portion (as defined in the Credit Agreement) previously in effect shall be
deemed a Departing Lender for purposes hereof to the extent of such decrease.
(f) The Lenders which are parties to the Credit Agreement, comprising the “Requisite Lenders”
as defined therein, hereby waive any requirement of notice of prepayment of Loans to the extent
necessary to give effect to Section 8(k) and this Section 7.
Section 8. Conditions to Effectiveness. This Amendment shall become effective on the
Amendment No. 1 Effective Date and enforceable against the Borrower, the Lenders, the
Administrative Agent and the Issuers upon:
(a) receipt by the Administrative Agent of this Amendment executed by the Borrower, each
Guarantor other than the Released Guarantor, the Administrative Agent, each Issuer listed on
Schedule IV and each Lender listed on Schedule I;
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(b) receipt by the Administrative Agent of favorable written opinions of (i) Xxxxx Xxxxx,
L.L.P., counsel to the Loan Parties, (ii) Xxxxx X. Xxxxxxxx, General Counsel of the Borrower, (iii)
Xxxxx, Xxxxxxx & Xxxxxxx, special Panamanian counsel to certain of the Loan Parties, and (iv) each
other special and local counsel to the Loan Parties as the Administrative Agent may reasonably
request, in each case dated as of the Amendment No. 1 Effective Date and addressed to the
Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the
Lenders and the Issuers and addressing such matters as any Lender through the Administrative Agent
may reasonably request;
(c) receipt by the Administrative Agent of amendments to each Mortgage granting a Lien on a
Mortgaged Vessel flagged in Panama (other than XxXxxxxxx Xxxxxxx Barge No. 26);
(d) receipt by the Administrative Agent of financial projections of the Borrower and its
Subsidiaries covering the Fiscal Years ending in 2011 through 2015, inclusive;
(e) receipt by the Administrative Agent of certificates as to the good standing of each Loan
Party organized in the United States or Panama dated as of a recent date from the appropriate
governmental authority of the jurisdiction of its organization;
(f) receipt by the Administrative Agent of (i) a certificate of an Authorized Officer, the
Secretary of the Assistant Secretary of each Loan Party dated the Amendment No. 1 Effective Date
and certifying (A) (I) that attached thereto is a true and complete copy of the by-laws or similar
document of such Loan Party as in effect on the Amendment No. 1 Effective Date and at all times
since a date prior to the date of the resolutions described in clause (B) below or (II) that the
by-laws or similar document of such Loan Party previously certified to the Administrative Agent has
not been modified, rescinded or amended and are in full force and effect on the Amendment No. 1
Effective Date and at all times since a date prior to the date of the resolutions described in (B)
below; (B) that attached thereto is a true and complete copy of resolutions duly adopted by the
board of directors (or similar governing body) of such Loan Party authorizing the execution,
delivery and performance of the Amendment and that such resolutions have not been modified,
rescinded or amended and are in full force and effect; (C) (I) that the certificate or articles of
incorporation or other formation documents of such Loan Party have not been amended since the date
of the last certification of such documents to the Administrative Agent or (II) that attached
thereto is a copy of the certificate or articles of incorporation or other formation documents of
such Loan Party; and (D) as to the incumbency and specimen signature of each officer executing the
Amendment or any other document
delivered in connection herewith on behalf of such Loan Party; and (ii) a certificate of
another officer as to the incumbency and specimen signature of the Authorized Officer executing the
certificate pursuant to clause (i) above;
(g) to the extent requested, receipt by the Agents and the Lenders of all documentation and
other information required by bank regulatory authorities under applicable “know your customer” and
anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act;
(h) receipt by the Administrative Agent, for the account of the Administrative Agent and the
Lenders, as applicable, and to CA CIB, for its own account, all fees and expenses (including
reasonable fees and expenses of counsel to the Administrative Agent to the extent the
12
Borrower receives invoices therefor at least one Business day prior to the Amendment No. 1 Effective Date)
due and payable on or before the Amendment No. 1 Effective Date;
(i) receipt by the Administrative Agent of such other approvals, opinions or documents as the
Administrative Agent may reasonably request;
(j) all accrued interest on the Loans and all accrued fees payable under the Credit Agreement
as in effect immediately prior to the effectiveness of the Amendment shall have been paid (or shall
be paid substantially simultaneously with the closing hereunder) by the Borrower; and
(k) all Loans owing to Departing Lenders shall have been paid in accordance with Section 7 of
this Amendment by the Lenders (as defined in the Amended Credit Agreement).
Section 9. Post-Closing Covenant. Within 5 Business Days after the Amendment No. 1
Effective Date (or such longer period as the Administrative Agent may determine in its sole
discretion), the Borrower agrees to deliver to the Administrative Agent legal opinions in form and
substances reasonably satisfactory to the Administrative Agent from Borrower’s special Cayman
Islands counsel with respect to J. Xxx XxXxxxxxx International Vessels, Ltd.
Section 10. Reaffirmation of Credit Support.
(a) Each of the Borrower and each Guarantor (collectively, the “Credit Support
Parties”) has read this Amendment and consents to the terms hereof and further hereby confirms
and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such
Credit Support Party under, and the Liens granted by such Credit Support Party as collateral
security for the Indebtedness, obligations and liabilities evidenced by the Credit Agreement and
the other Loan Documents pursuant to, each of the Loan Documents to which such Credit Support Party
is a party shall not be impaired and each of the Loan Documents to which such Credit Support Party
is a party is, and shall continue to be, in full force and effect and are hereby confirmed and
ratified in all respects.
(b) Each Credit Support Party (other than the Borrower) acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support
Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to
the amendments to the Credit Agreement effected pursuant to this Amendment and
(ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be
deemed to require the consent of such Credit Support Party to any future amendments to the Credit
Agreement.
Section 11. Acknowledgments and Agreements.
(a) The Borrower acknowledges that on and as of the Amendment No. 1 Effective Date all
Obligations are payable without defense, offset, counterclaim or recoupment. Each of the Borrower,
the Administrative Agent, each Issuer party hereto and each Lender party hereto does hereby adopt,
ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the
Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower
acknowledges and agrees that its liabilities and obligations
13
under the Credit Agreement, as amended
hereby, are not impaired in any respect by this Amendment.
(b) From and after the Amendment No. 1 Effective Date, all references to the Credit Agreement
shall mean the Credit Agreement as amended hereby. This Amendment is a Loan Document for the
purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach
of representations, warranties, and covenants under this Amendment shall be a Default or Event of
Default, as applicable, under the Credit Agreement.
Section 12. Miscellaneous.
(a) Except as specifically modified by this Amendment, the Credit Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified and confirmed.
(b) Except as specifically provided by this Amendment, the execution, delivery and performance
of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any
right, power or remedy of any Agent, Lender or Issuer under, the Credit Agreement or any of the
other Loan Documents.
(c) The Borrower, the Lenders and the Issuers acknowledge the issuance prior to the Amendment
No. 1 Effective Date of each Letter of Credit listed on Schedule 1 hereto (the “Issued
Letters of Credit”), which Schedule indicates whether each such Issued Letter of Credit is a
Financial Letter of Credit or a Performance Letter of Credit.
Section 13. Counterparts. This Amendment may be signed in any number of counterparts,
each of which shall be an original and all of which, taken together, constitute a single
instrument. This Amendment may be executed by facsimile or other electronic signature and all such
signatures shall be effective as originals.
Section 14. Successors and Assigns. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns permitted pursuant to
the Credit Agreement.
Section 15. Governing Law. This Amendment and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in accordance with, the law of
the State of New York, without regard to its conflicts of laws provisions.
Section 16. Entire Agreement. THIS AMENDMENT AND THE CREDIT AGREEMENT AS AMENDED
HEREBY, TOGETHER WITH ALL OF THE OTHER LOAN DOCUMENTS AND ALL CERTIFICATES AND DOCUMENTS DELIVERED
HEREUNDER OR THEREUNDER, EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.
[Signature pages follow.]
14
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.
| BORROWER: XXXXXXXXX INTERNATIONAL, INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxx, III | |||
| Name: | Xxxx X. Xxxxxxx, III | |||
| Title: | Vice President, Treasurer and Investor Relations | |||
| GUARANTORS: XXXXXXXX PTE. LTD. INTERNATIONAL VESSELS LTD. J. XXX XXXXXXXXX (LUXEMBOURG), S.AR.X. X. XXX XXXXXXXXX (NIGERIA) LIMITED J. XXX XXXXXXXXX INVESTMENTS B.V. MCDERMOTT HOLDINGS (U.K.) LIMITED XXXXXXXXX INTERNATIONAL B.V. XXXXXXXXX INTERNATIONAL MARINE INVESTMENTS N.V. MCDERMOTT KFT. MC DERMOTT OVERSEAS INVESTMENT CO. N.V. MCDERMOTT SERVICOS OFFSHORE DO BRASIL LTDA. PT. BAJA WAHANA INDONESIA SINGAPORE HUANGDAO PTE. LTD. VARSY INTERNATIONAL N.V. |
||||
| By: | /s/ Xxxx X. Xxxxxxx, III | |||
| Name: | Xxxx X. Xxxxxxx, III | |||
| Title: | Authorized Representative | |||
Signature Page to Amendment No. 1
| CHARTERING COMPANY (SINGAPORE) PTE. LTD. EASTERN MARINE SERVICES, INC. GLOBAL ENERGY — MCDERMOTT LIMITED HYDRO MARINE SERVICES, INC. X. XXX HOLDINGS, INC. J. XXX XXXXXXXXX (AUST.) HOLDING PTY. LIMITED J. XXX XXXXXXXXX (CASPIAN), INC. J. XXX XXXXXXXXX (QINGDAO) PTE. LTD. J. XXX XXXXXXXXX CANADA HOLDING, LTD. J. XXX XXXXXXXXX CANADA, LTD. J. XXX XXXXXXXXX CONTRACTORS, INC. J. XXX XXXXXXXXX DE MEXICO, S.A. DE C.V. J. XXX XXXXXXXXX ENGINEERING SERVICES PRIVATE LIMITED J. XXX XXXXXXXXX FAR EAST INC. J. XXX XXXXXXXXX INTERNATIONAL VESSELS, LTD. J. XXX XXXXXXXXX INTERNATIONAL, INC. J. XXX XXXXXXXXX KAZAKHSTAN LIMITED LIABILITY PARTNERSHIP J. XXX XXXXXXXXX LOGISTIC SERVICES PVT. LIMITED J. XXX XXXXXXXXX SOLUTIONS, INC. J. XXX XXXXXXXXX TECHNOLOGY, INC. J. XXX XXXXXXXXX UNDERWATER SERVICES, INC. J. XXX XXXXXXXXX WEST AFRICA HOLDINGS, INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxx, III | |||
| Name: | Xxxx X. Xxxxxxx, III | |||
| Title: | Treasurer | |||
Signature Page to Amendment No. 1
| J. XXX XXXXXXXXX WEST AFRICA, INC. MALMAC SDN. BHD. MCDERMOTT ASIA PACIFIC PTE. LTD. MCDERMOTT AUSTRALIA PTY. LTD. MCDERMOTT CASPIAN CONTRACTORS, INC. MCDERMOTT EASTERN HEMISPHERE, LTD. MCDERMOTT ENGINEERING, LLC MCDERMOTT FAR EAST, INC. MCDERMOTT GULF OPERATING COMPANY, INC. XXXXXXXXX INTERNATIONAL INVESTMENTS CO., INC. XXXXXXXXX INTERNATIONAL TRADING CO., INC. XXXXXXXXX INTERNATIONAL VESSELS, INC. MCDERMOTT MARINE CONSTRUCTION LIMITED MCDERMOTT MARINE MEXICO, S.A. DE X.X. XXXXXXXXX MIDDLE EAST, INC. MCDERMOTT OFFSHORE SERVICES COMPANY, INC. MCDERMOTT OLD JV OFFICE, INC. MCDERMOTT OVERSEAS, INC. MCDERMOTT SUBSEA ENGINEERING, INC. MCDERMOTT TRADE CORPORATION NORTH ATLANTIC VESSEL, INC. OFFSHORE PIPELINES INTERNATIONAL, LTD. OPI VESSELS, INC. OPMI, LTD. SABINE RIVER REALTY, INC. SERVICIOS DE FABRICACION DE ALTAMIRA, S.A. DE C.V. SERVICIOS PROFESIONALES DE ALTAMIRA, S.A. DE C.V. SPARTEC, INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxx, III | |||
| Name: | Xxxx X. Xxxxxxx, III | |||
| Title: | Treasurer | |||
Signature Page to Amendment No. 1
| J. XXX XXXXXXXXX HOLDINGS, LLC J. XXX XXXXXXXXX, X.X. XXXXXXXXX CAYMAN LTD. XXXXXXXXX, INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxx, III | |||
| Name: | Xxxx X. Xxxxxxx, III | |||
| Title: | Vice President and Treasurer | |||
| MCDERMOTT INVESTMENTS, LLC |
||||
| By: | /s/ Xxxx X. Xxxxxxx, III | |||
| Name: | Xxxx X. Xxxxxxx, III | |||
| Title: | Vice President, Finance, Investor Relations and Treasury |
|||
Signature Page to Amendment No. 1
| CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent, Collateral Agent, Lender and Issuer |
||||
| By: | /s/ Page Dillehunt | |||
| Name: | Page Dillehunt | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
Signature Page to Amendment No. 1
| BANK OF AMERICA, N.A., as Lender and Issuer |
||||
| By: | /s/ G. Xxxxx Xxxxxxx | |||
| Name: | G. Xxxxx Xxxxxxx | |||
| Title: | Vice President | |||
Signature Page to Amendment No. 1
| XXXXX FARGO BANK, N.A., as Lender and Issuer |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Director | |||
Signature Page to Amendment No. 1
| BNP PARIBAS, as Lender and Issuer |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | Vice President | |||
Signature Page to Amendment No. 1
| COMPASS BANK, as Lender and Issuer |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Senior Vice President | |||
Signature Page to Amendment Xx. 0
| XXXXXXXX XXXXX XXXX, X.X., as Lender and Issuer |
||||
| By: | /s/ Xxxxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxxx | |||
| Title: | Authorized Officer | |||
Signature Page to Amendment No. 1
| CITIBANK, N.A., as Lender and Issuer |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President | |||
Signature Page to Amendment Xx. 0
| XXX XXXX XX XXXX XXXXXX, as Lender |
||||
| By: | /s/ X. Xxxxxxx | |||
| Name: | X. Xxxxxxx | |||
| Title: | Director | |||
Signature Page to Amendment No. 1
| NATIXIS, as Lender |
||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Senior Managing Director | |||
Signature Page to Amendment No. 1
| DNB NOR BANK ASA, as Lender |
||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Senior Vice President | |||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: | Senior Vice President | |||
Signature Page to Amendment No. 1
| ABN AMRO BANK N.V., as Lender |
||||
| By: | /s/ M.N. Hooseveen | |||
| Name: | M. N. Hooseveen | |||
| Title: | ||||
| By: | /s/ M. M. Menr | |||
| Name: | M. M. Menr | |||
| Title: | ||||
Signature Page to Amendment No. 1
| HSBC BANK USA, N.A., as Lender |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Assistant Vice President | |||
Signature Page to Amendment No. 1
| STANDARD CHARTERED BANK, as Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx A2386 | |||
| Title: | Director | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Director | |||
Signature Page to Amendment No. 1
| U.S. BANK NATIONAL ASSOCIATION, as Lender |
||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Vice President | |||
Signature Page to Amendment No. 1
| WHITNEY BANK, as Lender |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Assistant Vice President | |||
Signature Page to Amendment No. 1
| AMEGY BANK NATIONAL
ASSOCIATION, as Lender |
||||
| By: | /s/ Xxxxxxxx Xxxxx | |||
| Name: | Xxxxxxxx Xxxxx | |||
| Title: | Vice President | |||
Signature Page to Amendment No. 1
| CAPITAL ONE, N.A., as Lender |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
Signature Page to Amendment No. 1
| AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as Lender |
||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Deputy General Manager, Head of Operations and Infrastructure | |||
Signature Page to Amendment No. 1
| UBS AG, STAMFORD BRANCH, as Lender |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Associate Director | |||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Associate Director | |||
Signature Page to Amendment No. 1
Schedule I
REVOLVING COMMITMENTS
| Lender | Revolving Commitment | |||
Crédit Agricole Corporate and Investment Bank |
$ | 80,000,000.00 | ||
Bank of America, N.A. |
$ | 75,000,000.00 | ||
DnB NOR Bank ASA |
$ | 75,000,000.00 | ||
BNP Paribas |
$ | 75,000,000.00 | ||
Xxxxx Fargo Bank, N.A. |
$ | 75,000,000.00 | ||
Compass Bank |
$ | 70,000,000.00 | ||
Citibank, N.A. |
$ | 50,000,000.00 | ||
JPMorgan Chase Bank, N.A. |
$ | 50,000,000.00 | ||
Natixis |
$ | 50,000,000.00 | ||
U.S. Bank National Association |
$ | 50,000,000.00 | ||
UBS AG, Stamford Branch |
$ | 50,000,000.00 | ||
ABN AMRO Bank N.V. |
$ | 35,000,000.00 | ||
The Bank of Nova Scotia |
$ | 35,000,000.00 | ||
HSBC Bank USA, N.A. |
$ | 35,000,000.00 | ||
Standard Chartered Bank |
$ | 35,000,000.00 | ||
Whitney Bank |
$ | 35,000,000.00 | ||
Amegy Bank National Association |
$ | 25,000,000.00 | ||
Australia and New Zealand Banking Group Limited |
$ | 25,000,000.00 | ||
Capital One, N.A. |
$ | 25,000,000.00 | ||
Total |
$ | 950,000,000.00 | ||
Schedule II
APPLICABLE COMMITMENT FEE RATE AND APPLICABLE MARGIN
“Applicable Commitment Fee Rate” means the applicable percentage set forth below, determined by
reference to the credit ratings of the Loans by each of S&P and Xxxxx’x, respectively, in effect
from time to time; provided that (a) if the credit ratings of the Loans issued by S&P and Xxxxx’x
differ by one tier (as set forth below) (the “Tier”), then the Tier for the higher of such credit
ratings shall apply (with the credit rating for Tier 1 being the highest and the credit rating for
Tier 5 being the lowest); (b) if the credit ratings of the Loans issued by S&P and Xxxxx’x differ
by more than one Tier, then the Tier that is one Tier lower than the Tier of the higher credit
rating shall apply; (c) if the Loans have only one credit rating (other than as a result of S&P or
Xxxxx’x ceasing to exist), then the Tier that is one Tier lower than that of such credit rating
shall apply and (d) if the Loans do not have a credit rating from S&P or Xxxxx’x, then Tier 5 shall
apply. Notwithstanding the foregoing, from the Amendment No. 1 Effective Date through the date
that is six months after the Amendment No. 1 Effective Date, Tier 1 and Tier 2 will be unavailable.
| Tier | Credit Rating | Commitment Fee | ||||||
| 1 | ≥BBB/Baa2 |
0.200 | % | |||||
| 2 | ≥BBB-/Baa3 |
0.250 | % | |||||
| 3 | ≥BB+/Ba1 |
0.300 | % | |||||
| 4 | ≥BB/Ba2 |
0.375 | % | |||||
| 5 | ≤BB-/Ba3 |
0.450 | % | |||||
“Applicable Margin” means, with respect to (a) Eurodollar Rate Loans, the applicable percentage set
forth below, per annum, determined by reference to the credit ratings of the Loans by each of S&P
and Xxxxx’x, respectively, in effect from time to time, subject to the proviso set forth in the
definition of “Applicable Commitment Fee Rate” and (b) Base Rate Loans, an amount equal to the
Applicable Margin for Eurodollar Rate Loans determined in accordance with clause (a) above
minus 1.00% per annum. Notwithstanding the foregoing, from the Amendment No. 1 Effective
Date through the date that is six months after the Amendment No. 1 Effective Date, Tier 1 and Tier
2 will be unavailable.
| Tier | Credit Rating | Applicable Margin for Eurodollar Rate Loans | ||||||
| 1 | ≥BBB/Baa2 |
1.500 | % | |||||
| 2 | ≥BBB-/Baa3 |
1.750 | % | |||||
| 3 | ≥BB+/Ba1 |
2.000 | % | |||||
| 4 | ≥BB/Ba2 |
2.250 | % | |||||
| 5 | ≤BB-/Ba3 |
2.500 | % | |||||
Schedule IV
LETTER OF CREDIT ISSUER COMMITMENTS
LETTER OF CREDIT ISSUER COMMITMENTS
| Issuer | Commitment | |||
Crédit Agricole Corporate and Investment Bank |
$ | 500,000,000.00 | ||
Xxxxx Fargo Bank, N.A. |
$ | 300,000,000.00 | ||
BNP Paribas |
$ | 200,000,000.00 | ||
Bank of America, N.A. |
$ | 150,000,000.00 | ||
Compass Bank |
$ | 150,000,000.00 | ||
Citibank, N.A. |
$ | 110,000,000.00 | ||
JPMorgan Chase Bank, N.A. |
$ | 100,000,000.00 | ||
Schedule 1
EXISTING LETTERS OF CREDIT
Attached.
Schedule 1
XxXxxxxxx International, Inc.
Existing Letters of Credit
As of August 19, 2011
XxXxxxxxx International, Inc.
Existing Letters of Credit
As of August 19, 2011
| Financial/ | ||||||||||||||
| Letter of Credit Ho. | Issuing Bank | Beneficiary Customer | Mll Entity Hame | Next Expiry Date | Face Value | Performance | ||||||||
| Credit Agricole $900 million Credit Facility | ||||||||||||||
A30691T |
BBVA Compass | Petrobras N.B.V | J Xxx XxXxxxxxx SA | 05/11/2012 | $ | 15,00,000 | P | |||||||
91902887 |
BNP Paribas San Francisco | RasGas Company Limited | McDermott Eastern Hemisphere Limited | 04/30/2012 | $ | 3,455,394 | P | |||||||
91906975 |
BNP Paribas San Francisco | Qatar Liquefied Gas | McDermott Eastern Hemisphere Limited | 05/25/2012 | $ | 8,529,658 | P | |||||||
91908595 |
BNP Paribas San Francisco | Jebel Ali Free Zone Auth | McDermott Middle East Inc | 05/25/2012 | $ | 2,724,796 | F | |||||||
04104840 |
BNP Paribas San Francisco | Sarawak Shell Berhad | Barmada McDermott Sdn Bhd | 06/24/2012 | $ | 1,348,390 | P | |||||||
04102143 |
BNP Paribas San Francisco | Kebabangan | Barmada McDermott Sdn Bhd | 10/16/2013 | $ | 2,528,232 | P | |||||||
021137008 |
Credit Agricole CIB | Xxxxxx de Mexico | J Xxx XxXxxxxxx de Mexico | 09/3O/2011 | $ | 105,560 | F | |||||||
016537014 |
Credit Agricole CIB | Dolphin Energy | McDermott Middle East Inc | 10/17/2011 | $ | 7,000,000 | P | |||||||
006437018 |
Credit Agricole CIB | PTSC | J Xxx XxXxxxxxx Far East Inc | 10/30/2011 | $ | 4,313,493 | P | |||||||
013737009 |
Credit Agricole CIB | Chevron Australia Pty Ltd | P T McDermott Indonesia | 10/31/2011 | $ | 17,598,238 | P | |||||||
529136002 |
Credit Agricole CIB | Ministry of Economy | McDermott Middle East Inc | 11/24/2011 | $ | 13,624 | F | |||||||
835437005 |
Credit Agricole CIB | Qatar Shell | McDermott Eastern Hemisphere Limited | 11/30/2011 | $ | 6,906,220 | P | |||||||
120137013 |
Credit Agricole CIB | AGOC/XXXX | XxXxxxxxx Middle East Inc | 12/30/2011 | $ | 2,000,000 | P | |||||||
114737001 |
Credit Agricole CIB | BG E&P India Ltd. | McDermott Middle East Inc | 01/10/2012 | $ | 100,000 | P | |||||||
834637009 |
Credit Agricole CIB | RasGas Company Limited | McDermott Eastern Hemisphere Limited | 01/31/2012 | $ | 2,921,700 | P | |||||||
536036005 |
Credit Agricole CIB | U.S. Dept. Labor | McDermott Inc. | 03/08/2012 | $ | 3,500,000 | F | |||||||
104737041 |
Credit Agricole CIB | President India | McDermott Eastern Hemisphere Limited | 03/28/2012 | $ | 126,334 | P | |||||||
409136023 |
Credit Agricole CIB | American Casualty | XxXxxxxxx Inc. | 03/31/2012 | $ | 100,000 | F | |||||||
117837023 |
Credit Agricole CIB | PTSC | McDermott Asia Pacific Pte. Ltd. | 04/04/2012 | $ | 1,000,000 | P | |||||||
107537009 |
Credit Agricole CIB | Min. of Labour Abu Dhabi | McDermott Middle East Inc | 04/16/2012 | $ | 272,480 | F | |||||||
029937011 |
Credit Agricole CIB | Esso Australia | McDermott Australia Pty Ltd | 04/17/2012 | $ | 22,500,000 | P | |||||||
328936003 |
Credit Agricole CIB | LA Workforce Commission | J. Xxx XxXxxxxxx Holdings LLC | 04/20/2012 | $ | 1,900,000 | F | |||||||
123137013 |
Credit Agricole CIB | BG Exploration & Production | McDermott Middle East Inc | 04/24/2012 | $ | 20.000 | P | |||||||
014637022 |
Credit Agricole CIB | Metalshipis & Docks X.X.X | X Xxx XxXxxxxxx XX | 05/26/2012 | $ | 22,453,994 | F | |||||||
617836016 |
Credit Agricole CIB | ExxonMobil Middle East | McDermott Eastern Hemisphere Limited | 05/31/2012 | $ | 29,714,900 | P | |||||||
015337016 |
Credit Agricole CIB | ACE American Insurance | XxXxxxxxx International Inc | 06/01/2012 | $ | 637,236 | F | |||||||
015337013 |
Credit Agricole CIB | ACE American Insurance | XxXxxxxxx International Inc | 06/01/2012 | $ | 6,074,640 | F | |||||||
122837005 |
Credit Agricole CIB | XX Xxxxxxxx & Tobago Ltd | XxXxxxxxx, Inc | 06/10/2012 | $ | 6,019,433 | F | |||||||
617836017 |
Credit Agricole CIB | ExxonMobil Middle East | McDermott Eastern Hemisphere Limited | 06/21/2012 | $ | 383,200 | P | |||||||
819137014 |
Credit Agricole CIB | Ministry Labor | XxXxxxxxx International Inc | 07/09/2012 | $ | 224,796 | F | |||||||
621436020 |
Credit Agricole CIB | Qatar Shell | McDermott Eastern Hemisphere Limited | 08/01/2012 | $ | 14,652,854 | P | |||||||
623736029 |
Credit Agricole CIB | Citibank Dubai | McDermott Middle East Inc | 08/20/2012 | $ | 72,600 | F | |||||||
625536002 |
Credit Agricole CIB | Adn Portuaria Int | J Xxx XxXxxxxxx de Mexico | 09/16/2012 | $ | 256,635 | F | |||||||
013237036 |
Credit Agricole CIB | PTSC | J Xxx XxXxxxxxx Far East Inc | 09/28/2012 | $ | 1,632,983 | P | |||||||
016737014 |
Credit Agricole CIB | Reliance Ind. | McDermott Eastern Hemisphere Limited | 10/24/2012 | $ | 2,310,000 | P | |||||||
031637013 |
Credit Agricole CIB | Min. of Labour Abu Dhabi | McDermott Middle East Inc | 11/12/2012 | $ | 272,480 | F | |||||||
118637035 |
Credit Agricole CIB | BHP Billiton | McDermott Australia Pty Ltd | 04/01/2013 | $ | 18,659,392 | P | |||||||
632636009 |
Credit Agricole CIB | Qatar Shell | McDermott Eastern Hemisphere Limited | 04/22/2013 | $ | 23,683,515 | P | |||||||
101237029 |
Credit Agricole CIB | Comm. of Central Excise | J. Xxx XxXxxxxxx Engineering Services Private Limited | 11/22/2013 | $ | 6,790 | P | |||||||
028537036 |
Credit Agricole CIB | Aramco Gulf Operations | McDermott Arabia Company Limited | 01/26/2014 | $ | 21,925,000 | P | |||||||
109137012 |
Credit Agricole CIB | PTSC | J Xxx XxXxxxxxx Far East Inc | 01/30/2014 | $ | 2,441,319 | P | |||||||
118637033 |
Credit Agricole CIB | BHP Billiton | McDermott Australia Pty Ltd | 04/01/2014 | $ | 18,659,392 | P | |||||||
116137034 |
Credit Agricole CIB | Nobel Energy EG Ltd. | XxXxxxxxx, Inc. | 04/25/2014 | $ | 1,800,215 | P | |||||||
101237044 |
Credit Agricole CIB | Nobel Energy EG Ltd. | XxXxxxxxx, Inc. | 07/31/2014 | $ | 10,000,000 | P | |||||||
Total |
$ | 285,895,491 | ||||||||||||
Schedule 1.1
JOINT VENTURES
1. Deep Oil Technology, Inc.
2. Deepwater Marine Technology, L. L. C.
3. FloaTEC, LLC
4. FloaTEC Singapore Pte. Ltd.
5. FloaTEC de México, S.A. de C.V.
6. FloaTEC Brasil Servicos de Construcao Ltda.1
7. XxXxxxxxx Xxx Dhabi Offshore Construction Company
8. Qingdao McDermott Wuchuan Offshore Engineering Co. Ltd.
9. Spars International, Inc.
10. WD 140 Platform LLC
11. CMO S.A.2
| 1 | In process of being formed. | |
| 2 | In process of being formed. |
Schedule 4.7
LITIGATION
| 1. | Certain Underwriters at Lloyd’s London, et al. v. J. Xxx XxXxxxxxx, Inc., et al. | |
| 2. | Xxxxxxxxx, et al. x. XxXxxxxxx, Inc., et al. | |
| 3. | Antoine, et al. x. XxXxxxxxx, Inc., et al. | |
| 4. | Oceanografia S.A. de X.X. x. XxXxxxxxx Gulf Operating Company, Inc. and Secunda Marine Services, Inc. and McDermott Gulf Operating Company, et al. v. Con-Dive, LLC et al. |
For further description on the above-referenced and other matters, reference is hereby made to the
Borrower’s annual report on Form 10-K for the year ended December 31, 2010, the quarterly report on
Form 10-Q for the quarter ended March 31, 2011, and the quarterly report on Form 10-Q for the
quarter ended June 30, 2011.
7
