FIRST AMENDMENT TO
CREDIT AGREEMENT AND LOAN DOCUMENTS
This First Amendment to Credit Agreement and Loan
Documents (this "AMENDMENT") dated as of November 23, 1998 is among
GLOBAL MARINE INC., a Delaware corporation (the "BORROWER"), the
banks named on the signature pages hereto (together with their
respective successors and assigns in such capacity, the "BANKS"),
BANKERS TRUST COMPANY, as administrative agent for the Banks
(together with its successors and assigns in such capacity, the
"ADMINISTRATIVE AGENT"), SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL)
and DEN NORSKE BANK ASA, NEW YORK BRANCH, as co-agents for the
Banks, SOCIETE GENERALE, SOUTHWEST AGENCY, as documentation agent
for the Banks (all of the agents, collectively, together with their
successors and assigns in such capacity, the "AGENTS").
PRELIMINARY STATEMENT
The Borrower, the Banks and the Agents have entered into
that certain Second Amended and Restated Credit Agreement dated as
of December 9, 1997 (as amended or restated from time to time the
"CREDIT AGREEMENT").
The Borrower, the Banks and the Agents wish to amend the
Credit Agreement and execute this Amendment to reflect same.
NOW THEREFORE, in consideration of the foregoing and the
mutual agreements set forth herein, the parties agree as follows:
Section 1. DEFINITIONS. Unless otherwise defined in this
Amendment, each capitalized term used in this Amendment has the
meaning assigned to such term in the Credit Agreement.
Section 2. AMENDMENTS. Section 8.08 of the Credit
Agreement is hereby amended in its entirety to read as follows:
"Section 8.08 DEBT TO CAPITALIZATION
RATIO. Borrower shall not permit the ratio of
its Consolidated Indebtedness to its
Consolidated Total Capitalization measured at
the end of each fiscal quarter, to be greater
at any time than the following ratio for the
periods indicated:
Through End of
CALENDAR YEAR 1998 ALL OTHER PERIODS
.50 to 1.0 .45 to 1.0 "
Section 3. RATIFICATION. The Borrower hereby ratifies and
confirms all of the Obligations under the Credit Agreement (as
amended hereby) and the Notes. All references to the "Credit
Agreement" shall mean the Credit Agreement as amended hereby and as
the same may be amended, supplemented, restated or otherwise
modified and in effect from time to time in the future.
Section 4. EFFECTIVENESS. The effectiveness of this
Amendment is subject to the condition precedent that the
Administrative Agent shall have received in form and substance
reasonably satisfactory to the Banks and in such number of
counterparts as may be reasonably requested by the Administrative
Agent, this Amendment executed by the Borrower and each of the
Banks constituting the Required Banks and has paid all of the
Administrative Agent's reasonable costs and expenses (other than
legal fees and expenses, which shall be payable promptly after
Borrower receives an invoice from counsel to Administrative Agent)
incurred in connection herewith.
Section 5. REPRESENTATIONS AND WARRANTIES. The Borrower
hereby represents and warrants to the Banks that (a) the execution,
delivery and performance of this Amendment has been duly
authorized by all requisite corporate action on the part of the
Borrower, (b) the Credit Agreement (as amended hereby) constitutes
a valid and legally binding agreement enforceable against the
Borrower in accordance with its terms except, as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar
laws relating to or affecting the enforcement of creditors' rights
generally and by general principles of equity, (c) the
representations and warranties by the Borrower contained in the
Credit Agreement as amended hereby are true and correct on and as
of the date hereof in all material respects as though made as of
the date hereof unless such representation and warranty expressly
indicates that it is being made as of any specific date, in which
case such representations and warranties shall be true and correct
in all material respects as of such date, and except to the extent
that such representations and warranties are no longer true and
correct due to any action or inaction permitted or required to be
taken under the Credit Documents by Borrower or any Subsidiary, and
(d) no Default or Event of Default exists under the Credit
Agreement (as amended hereby).
Section 6. CHOICE OF LAW. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
Section 7. FINAL AGREEMENT. THE CREDIT AGREEMENT (AS
AMENDED HEREBY) REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL
AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by its officers thereunto duly authorized
as of the date first above written.
ADDRESS: GLOBAL MARINE INC.
000 X. Xxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000-0000 By: /S/W. XXXX XXXXX
Telecopy: (000) 000-0000 W. Xxxx Xxxxx
Telephone: (000) 000-0000 Vice President and Treasurer
Attention: W. Xxxx Xxxxx
BANKERS TRUST COMPANY, Individually
and as Administrative Agent
By: /S/XXXXXX X. XXXXXXXXXX
Name: Xxxxxx X. Xxxxxxxxxx
Title: Principal
ABN AMRO BANK, N.V., HOUSTON
AGENCY
By: /S/XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx
Title: Vice President
By: /S/W. XXXXX XXXXXXX
Name: W. Xxxxx Xxxxxxx
Title: Group Vice President
ARGENTARIA-BANCO EXTERIOR DE ESPANA
NEW YORK BRANCH
By: /S/XXXXXXX XXXXX
Name: Xxxxxxx Xxxxx
Title: General Manager
THE BANK OF NOVA SCOTIA
By: /S/F.C.H. XXXXX
Name: F.C.H. Xxxxx
Title: Senior Manager
Loan Operations
THE BANK OF TOKYO -
MITSUBISHI, LTD.
By: /S/XXXX X. XXXXXX
Name: Xxxx X. XxXxxx
Title: Vice President & Manager
CHRISTIANIA BANK og KREDITKASSE ASA
NEW YORK BRANCH
By: /S/XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
By: /S/HANS CHR. KJELSRUD
Name: Hans Chr. Kjelsrud
Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /S/PHILIPPE SOUSTRA
Name: Philippe Soustra
Title: Senior Vice President
DEN NORSKE BANK ASA, NEW YORK
BRANCH, Individually and as Co-
Agent
By: /S/XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
By: /S/XXXXXXX XXXXXXXXX
Name: Xxxxxxx Xxxxxxxxx
Title: First Vice President
SOCIETE GENERALE, SOUTHWEST
AGENCY, Individually and as
Documentation Agent
By: /S/XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: Director
TORONTO DOMINION (TEXAS), INC.
By: /S/XXXXX XXXXXX
Name: Xxxxx Xxxxxx
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: /S/XXXXXXX XX XXXXXX
Name: Xxxxxxx Xx Xxxxxx
Title: Vice President
By: /S/XXXXXX XXX
Name: Xxxxxx Xxx
Title: Associate
