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SECOND AMENDMENT TO
CREDIT AGREEMENT
This Second Amendment to Credit Agreement (this "Amendment")
dated effective as of August 27, 1997 is among MARINE DRILLING COMPANIES, INC.,
a Texas 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 agent for the Banks (together with its
successors and assigns in such capacity, the "Agent") and CHRISTIANIA BANK OG
KREDITKASSE, NEW YORK BRANCH, as co-agent for the Banks (together with its
successors and assigns in such capacity, the "Co-Agent").
PRELIMINARY STATEMENT
A. The Borrower and the Bank Group have entered into
that certain Credit Agreement dated as of March 7, 1997, as amended by that
certain First Amendment to Credit Agreement date May 21, 1997 (as so amended,
the "Credit Agreement").
B. The Borrower and the Bank Group desire to amend,
inter alia, to add Marine Drilling International, Inc., a Delaware corporation
("International, Inc."), as a Guarantor and, subject to certain conditions, to
permit dispositions of assets among the Guarantors, the Credit Agreement as set
forth herein.
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. The Credit Agreement is hereby amended
as follows:
a. Section 6.08(b) of the Credit Agreement is hereby
amended in its entirety to read as follows:
"(b) sell, transfer, assign or otherwise dispose of any
Mortgaged Rig other than (i) to any other Guarantor; provided, that
such sale, transfer, assignment or other disposition to such Guarantor
is approved in writing by the Agent and such Guarantor shall ratify,
grant and confirm the Lien on such Mortgaged Rig (and other related
Collateral) pursuant to such Security Documents as may be reasonably
requested by the Agent, (ii) Collateral Dispositions to an
Unrestricted Subsidiary, (iii) Collateral Dispositions to any other
Person for cash consideration in an amount
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equal to the Fair Market Value of the Mortgaged Rig so disposed of or
for such other consideration reasonably acceptable to the Majority
Banks.
b. The definition of "International, Inc." is hereby
added to Annex A of the Credit Agreement to read as follows:
" 'International, Inc.' means Marine Drilling International,
Inc., a Delaware corporation and Wholly Owned Subsidiary of Management
Co."
c. The definition of "Guarantors" in Annex A to the
Credit Agreement is hereby amended in its entirety to read as follows:
" 'Guarantors' means Marine 300 Series, Management Co. and
International, Inc., and any other Subsidiary hereafter executing and
delivering a Guaranty Agreement pursuant to Section 5.11."
d. Schedule 4.13(c) of the Credit Agreement is hereby
amended in its entirety and replaced by Schedule 4.13(c) as attached hereto.
Section 3. Ratification; Consents and Waivers. (a) The
Borrower hereby ratifies and confirms all of the Obligations under the Credit
Agreement (as amended hereby) and the other Loan Documents and the Liens
created under the Security Documents. All references in the Loan Documents 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.
(b) The Borrower hereby gives notice to the Agent and the
Banks that it intends to cause Management Co. to transfer the Mortgaged Rig
identified on Schedule 4.13(c) as the "Marine 305" to International, Inc.
Subject to compliance with Section 4 of this Amendment, the Agent hereby
approves such transfer. In connection therewith, subject to (i) compliance
with Section 4 of this Amendment, (ii) the transfer of the Marine 305 to
International, Inc. and (iii) evidence that the Liens created under the
Security Documents to be executed by International, Inc. under Section 4 of
this Amendment have been duly perfected and constitute valid first priority
Liens, the Agent and the Banks release Management Co. from its obligations (A)
under the First Preferred Fleet Mortgage (Vanuatu) dated March 7, 1997 by
Management Co. in favor of Bankers Trust Company, as Collateral Agent; (B) the
Security Agreement dated March 7, 1997 by Management Co. in favor of Bankers
Trust Company, as Collateral Agent; (C) Assignment of Earnings dated March 7,
1997 by Management Co. in favor of Bankers Trust Company, as Collateral Agent;
and (D) Collateral Assignment of Insurances dated March 7, 1997 by Management
Co. in favor of Bankers Trust Company, as Collateral Agent insofar as such
agreements relate to the Marine 305 and all schedules and exhibits thereto are
hereby amended to delete all references therein to the Marine 305.
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Section 4. Effectiveness. The effectiveness of this
Amendment is subject to the condition precedent that the Agent shall
have received all of the following, each in form and substance
reasonably satisfactory to the Bank Group and in such number of
counterparts as may be reasonably requested by the Agent:
a. this Amendment executed by the Borrower, the
Guarantors and each member of the Bank Group;
b. a Guaranty Agreement executed by International, Inc.;
c. a Pledge Agreement executed by Management Co.,
pledging the capital stock of International, Inc., together with delivery of
certificates representing all shares of capital stock of International, Inc.
and related stock powers executed in blank by Management Co.;
d. (i) a First Preferred Ship Mortgage covering the
Marine 305 executed by International, Inc.;
(ii) an Assumption of Preferred Mortgage related
to the Marine 305 executed by International, Inc. and Management Co.;
(iii) a Security Agreement executed by
International, Inc.;
(iv) an Assignment of Earnings executed by International, Inc.;
(v) a Collateral Assignment of Insurances executed by International,
Inc.; and
(vi) financing statements relating to the foregoing.
e. a written confirmation from the Process Agent of its
appointment and acceptance as process agent for International, Inc.;
f. the favorable signed opinion of Xxxxxx & Xxxxxx
L.L.P., New York, counsel to the Borrower and its Subsidiaries addressed to the
Agent and the Bank Group, in form and substance reasonably satisfactory to the
Agent and its counsel;
g. a certificate of the secretary or an assistant
secretary of each of International, Inc. and Management Co. certifying, inter
alia, (i) true and correct copies of resolutions adopted by the Board of
Directors of such Person (A) authorizing the execution, delivery and
performance by such Person of the Loan Documents to which it is or will be a
party and the consummation of the transactions contemplated thereby, and (B)
authorizing officers of such Person to execute and deliver the Loan Documents
to which it is or will be a party and any related documents, including, without
limitation, any agreement or Security Document contemplated by this Agreement,
(ii) true and
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correct copies of the articles of incorporation and bylaws (or other similar
charter documents) of such Person and (iii) the incumbency and specimen
signatures of the officers of such Person executing any Loan Documents to which
it is a party; and
h. certificates of appropriate public officials as to
the existence and good standing of International, Inc. in the State of Delaware
and certificates of appropriate public officials as to the authority of
International, Inc. to do business in the State of Texas.
Section 5. Representations and Warranties. The Borrower
hereby represents and warrants to the Bank Group that (a) the execution,
delivery and performance of this Amendment and the Loan Documents have been
duly authorized by all requisite corporate action on the part of the Borrower
and the Guarantors, (b) each of the Credit Agreement (as amended hereby) and
the other Loan Documents to which the Borrower and the Guarantors are a party
constitutes a valid and legally binding agreement enforceable against such
Person 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) and in the other Loan Documents are true and
correct on and as of the date hereof in all material respects as though made as
of the date hereof, unless otherwise limited to an earlier date, (d) no Default
or Event of Default exists under the Credit Agreement (as amended hereby) or
any of the other Loan Documents.
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) AND THE OTHER LOAN DOCUMENTS REPRESENT 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective duly authorized representatives as
of the date first above written.
MARINE DRILLING COMPANIES, INC.
By: /s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
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Title: Vice President
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BANKERS TRUST COMPANY,
as Agent and Bank
By: /s/ XXXX XX XXXXX
----------------------------
Name: Xxxx Xx Xxxxx
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Title: Assistant Vice President
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CHRISTIANIA BANK OG KREDITKASSE,
NEW YORK BRANCH,
as Co-Agent and Bank
By: /s/ HANS CHR. KJELSRUD
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Name: Hans Chr. Kjelsrud
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Title: First Vice President
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BANQUE INDOSUEZ S.A.
By: /s/ XXXX-XXXXXX XXXXXXX
----------------------------
Name: Xxxx-Xxxxxx Xxxxxxx
----------------------------
Title: Vice President
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SKANDINAVISKA ENSKILDA XXXXXX XX
(PUBL.)
By: /s/ XXXXX XXXX
---------------------------------------------------------
Name: Xxxxx Xxxx
---------------------------------------------------------
Title: Head of Unit
---------------------------------------------------------
By: /s/ PER X. XXXXXXX
---------------------------------------------------------
Name: Per X. Xxxxxxx
---------------------------------------------------------
Title: Head of Administration
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NEDERLANDSE
SCHEEPSHYPOTHEEKBANK N.V.
By: /s/ XXXX X. XXXXXXX XX.
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Name: Xxxx X. Xxxxxxx Xx.
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Title: Attorney-in-Fact
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The foregoing Second Amendment to Credit Agreement is hereby
acknowledged and agreed to effective as of this 27th day of August, 1997.
MARINE DRILLING MANAGEMENT COMPANY
By: /s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
Title: President
MARINE 300 SERIES, INC.
By: /s/ XXXX X. XXXXX
---------------------------------------------------------
Name: Xxxx X. Xxxxx
Title: President
MARINE DRILLING INTERNATIONAL, INC.
By: /s/ XXXX X. XXXXX
---------------------------------------------------------
Name: Xxxx X. Xxxxx
Title: President
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SCHEDULE 4.13(c)
TO CREDIT AGREEMENT
as of August 27, 1997
Rigs
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Rig Name Owner Flag Official Home Class Location Operating
Number Port Status
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MARINE 3 Marine Drilling USA 560547 Houston, (1) US GOM Active
Management Company TX
MARINE 4 Marine Drilling USA 567686 Houston, (1) US GOM Active
Management Company TX
MARINE 15 Marine Drilling USA 638626 Houston, (1) US GOM Repairs
Management Company TX
MARINE 16 Marine Drilling USA 638954 Houston, (1) US GOM Active
Management Company TX
MARINE 17 Marine Drilling USA 641802 Houston, (1) US GOM Active
Management Company TX
MARINE 18 Marine Drilling USA 652045 Houston, (1) US GOM Active
Management Company TX
MARINE 000 Xxxxxx Xxxxxxxx XXX 000000 Houston, (1) US GOM Active
Management Company TX
MARINE 000 Xxxxxx Xxxxxxxx XXX 000000 Houston, (1) US GOM Active
Management Company TX
MARINE 201 Marine Drilling Vanuatu 921 Port Villa, (1) India Active
Management Company Vanuatu
MARINE 305 Marine Drilling Vanuatu 1027 Port Villa, (1) Sharjah, Upgrades
International, Inc. Vanuatu UAE
MARINE 000 Xxxxxx Xxxxxxxx Xxxxxx 0000-00 H Panama, (1) US GOM Active
Management Company Republic of
Panama
MARINE 000 Xxxxxx Xxxxxxxx Xxxxxx 00000-XXXX-0 Xxxxxx, (2) Indonesia Active
Management Company Republic of
Panama
MARINE 300 Marine 300 Series, Inc. USA 636379 Houston, (1) US GOM Active
TX
MARINE 301 Marine 300 Series, Inc. USA 640126 Houston, (1) US GOM Active
TX
MARINE 303 Marine 300 Series, Inc. USA 651994 Houston, (1) US GOM Active
TX
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(1) A1 Self Elevating Drilling Unit
(2) A1 Column Stabilized Drilling---AMS
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