FIRST AMENDMENT TO CREDIT AGREEMENT dated as of June 7, 2006 among BAKER HUGHES INCORPORATED, as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and The Lenders Party Hereto BANK OF AMERICA, N.A. THE BANK OF TOKYO- MITSUBISHI, LTD.,...
Exhibit 10.1
Execution Version
Execution Version
FIRST AMENDMENT TO
dated as of
June 7, 2006
among
XXXXX XXXXXX INCORPORATED,
as Borrower,
as Borrower,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
as Administrative Agent,
and
The Lenders Party Hereto
BANK OF AMERICA, N.A.
THE BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY
BARCLAYS BANK PLC AND
CITIBANK, N.A.,
as Co-Syndication Agents,
THE BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY
BARCLAYS BANK PLC AND
CITIBANK, N.A.,
as Co-Syndication Agents,
ABN AMRO BANK N.V.,
as Documentation Agent
as Documentation Agent
X.X. XXXXXX SECURITIES INC.
as Sole Lead Arranger and Sole Book Manager
as Sole Lead Arranger and Sole Book Manager
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) dated as of June 7,
2006, is among XXXXX XXXXXX INCORPORATED, a Delaware corporation, as the Borrower;
JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Lenders party hereto.
R
E C I T A L S
A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit
Agreement dated as of July 7, 2005 (the “Credit Agreement”), pursuant to which the Lenders
have agreed to make certain loans to and extensions of credit for the account of the Borrower.
B. The Borrower has requested and the Lenders have agreed to extend the Maturity Date of the
Credit Agreement.
C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined
herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all
article and section references in this First Amendment refer to articles and sections of the Credit
Agreement.
Section 2. Amendments to Credit Agreement.
2.1
Amendments to Section 1.01 — Definitions
(a) The definition of “Credit Agreement” is hereby amended in its entirety to read as
follows:
“Credit Agreement” means this Credit Agreement, as amended by the First
Amendment, as the same may from time to time be amended, modified, restated, or
replaced from time to time.
(b) The definition of “Maturity Date” is hereby amended in its entirety to read as
follows:
“Maturity Date” means July 7, 2011, and for any Lender agreeing to extend its
Maturity Date under Section 2.10, the date on July 7, in each year thereafter pursuant to
which the Maturity Date has been extended but in no event later than July 7, 2013.
(c) The definition of “First Amendment” is hereby added to Section 1.01 in proper
alphabetic order which definition shall read as follows:
“First Amendment” means the First Amendment to Credit Agreement dated as of
June 7, 2006 among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and the
Lenders party thereto.
Section 3. Conditions Precedent. This First Amendment shall not become effective
until the date (the “Effective Date”) on which the Borrower shall deliver to the
Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in
sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying
and attaching the resolutions adopted by the Borrower approving or consenting to this First
Amendment and (ii) certifying that, (A) before and after giving effect to such extension, the
representations and warranties contained in Article VI of the Credit Agreement made by it (other
than those made in Section 6.08) are true and correct on and as of the Extension Confirmation Date,
except to the extent that such representations and warranties specifically refer to an earlier
date, (B) before and after giving effect to such extension no Default exists or will exist as of
the Extension Confirmation Date, and (C) no Material Adverse Effect (except as may have arisen in
connection with the matters covered in Section 6.08) has occurred since the date of the most
recently filed Form 10-K or 10-Q through the Extension Confirmation Date.
Section 4. Miscellaneous.
4.1 Confirmation. The provisions of the Credit Agreement, as amended by this First
Amendment, shall remain in full force and effect following the effectiveness of this First
Amendment.
4.2 Ratification and Affirmation; Representations and Warranties. The Borrower hereby
(a) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued
obligations under, each Loan Document to which it is a party and agrees that each Loan Document to
which it is a party remains in full force and effect, except as expressly amended hereby,
notwithstanding the amendments contained herein and (b) represents and warrants to the Lenders that
as of the date hereof, after giving effect to the terms of this First Amendment: (i) before and
after giving effect to this First Amendment, the representations and warranties contained in
Article VI of the Credit Agreement made by it (other than those made in Section 6.08) are true and
correct on and as of the Extension Confirmation Date, except to the extent that such
representations and warranties specifically refer to an earlier date, (ii) before and after giving
effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and
(C) no Material Adverse Effect (except as may have arisen in connection with the matters covered in
Section 6.08) has occurred since the date of the most recently filed Form 10-K or 10-Q through the
Extension Confirmation Date.
4.3 Loan Document. This First Amendment is a “Credit Document” as defined and
described in the Credit Agreement and all of the terms and provisions of the Credit Agreement
relating to Credit Documents shall apply hereto.
4.4 Counterparts. This First Amendment may be executed by one or more of the parties
hereto in any number of separate counterparts, and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.
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4.5 NO ORAL AGREEMENT. THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
CREDIT DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
4.6 GOVERNING LAW. THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY
AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
[SIGNATURES BEGIN NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed as of the date first written above.
XXXXX XXXXXX INCORPORATED | ||||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||||
Name: | Xxxxxx X. Xxxxxx | |||||||
Title: | Assistant Treasurer |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent |
||||||||
By: | /s/ Xxxx Xxxxxxxx | |||||||
Name: | Xxxx Xxxxxxxx | |||||||
Title: | Managing Director |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
JPMORGAN CHASE BANK, N.A.,
as Lender |
||||||||
By: | /s/ Xxxx Xxxxxxxx | |||||||
Name: | Xxxx Xxxxxxxx | |||||||
Title: | Managing Director |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
BANK OF AMERICA, N.A., as Lender | ||||||||
By: | /s/ Xxxxxxx Menelik | |||||||
Name: | Xxxxxxx Menelik | |||||||
Title: | Vice President |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
BARCLAYS BANK PLC, as Lender | ||||||||
By: | /s/ Xxxxxx XxXxxxxx | |||||||
Name: | Xxxxxx XxXxxxxx | |||||||
Title: | Associate Director |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
CITIBANK, N.A., as Lender | ||||||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||
Title: | Attorney-in-Fact |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
THE BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY, as Lender | ||||||||
By: | /s/ Xxxx XxXxxx | |||||||
Name: | Xxxx XxXxxx | |||||||
Title: | Vice President & Manager |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
ABN AMRO BANK N.V., as Lender | ||||||||
By: | /s/ Xxx Xxxx | |||||||
Name: | Xxx Xxxx | |||||||
Title: | Vice President | |||||||
By: | /s/ Xxxxx Xxxxxxxxx | |||||||
Name: | Xxxxx Xxxxxxxxx | |||||||
Title: | Vice President |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
THE BANK OF NEW YORK, as Lender | ||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||
Name: | Xxxxx X. Xxxxxxxx | |||||||
Title: | Vice President |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
UBS LOAN FINANCE LLC, as Lender | ||||||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||
Title: | Director | |||||||
By: | /s/ Xxxx X. Xxxx | |||||||
Name: | Xxxx X. Xxxx | |||||||
Title: | Associate Director |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as Lender |
||||||||
By: | /s/ Xxxx X. Xxxx | |||||||
Name: | Xxxx X. Xxxx | |||||||
Title: | Director |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Lender |
||||||||
By: | /s/ Xxxxx Xx | |||||||
Name: | Xxxxx Xx | |||||||
Title: | Director | |||||||
By: | /s/ Xxxxx Xxxxx | |||||||
Name: | Xxxxx Xxxxx | |||||||
Title: | Associate |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
FOKUS BANK ASA, as Lender | ||||||||
By: | /s/ Svein Xxxxx Xxxxxxx | |||||||
Name: | Svein Xxxxx Xxxxxxx | |||||||
Title: | General Manager |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
XXXXXX XXXXXXX BANK, as Lender | ||||||||
By: | /s/ Xxxxxx Xxxxxx | |||||||
Name: | Xxxxxx Xxxxxx | |||||||
Title: | Vice President |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
THE NORTHERN TRUST COMPANY, as Lender | ||||||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||||||
Name: | Xxxxxxx Xxxxxxxx | |||||||
Title: | Vice President |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
XXXXXXX STREET COMMITMENT CORPORATION, as Lender | ||||||||
(Recourse only to Xxxxxxx Street Commitment Corporation) | ||||||||
By: | /s/ Xxxx Xxxxxx | |||||||
Name: | Xxxx Xxxxxx | |||||||
Title: | Assistant Vice President |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement
BANCA NAZIONALE DEL LAVORO S.P.A. – NEW YORK BRANCH, as Lender | ||||||||
By: | /s/ Xxxx Xxxxxx | |||||||
Name: | Xxxx Xxxxxx | |||||||
Title: | Relationship Manager | |||||||
By: | /s/ Franco Di Mario | |||||||
Name: | Franco Di Mario | |||||||
Title: | Senior Manager |
Signature Page to First Amendment to Xxxxx Xxxxxx Incorporated Credit Agreement