EXHIBIT 99.2
RATIFICATION AGREEMENT
RATIFICATION AGREEMENT (the "AGREEMENT"), dated as of
July 15, 1997 made by the parties hereto (the "RATIFYING
PARTIES") in favor of BANKERS TRUST COMPANY, having an office at
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in its capacity as
administrative agent (in such capacities and together with any
successors in such capacities, "ADMINISTRATIVE AGENT") for the
lending institutions (each, a "BANK"; collectively, the "BANKS")
under the Credit Agreement (as hereinafter defined.)
R E C I T A L S :
A. The Credit Agreement dated as of February 12, 1997 and
amended and restated as of July 15, 1997 (the "CREDIT
AGREEMENT") has been executed and delivered by Global Marine
Inc., the Administrative Agent, Societe Generale, as Co-Agent,
and the Banks. Capitalized terms used but not defined herein
shall have the meaning assigned to them in the Credit
Agreement.
B. The conditions set forth in Section 5 of the Credit
Agreement have been satisfied (or waived).
C. The Credit Agreement amends, restates and
supercedes the original Credit Agreement dated as of February 12,
1997 (the "ORIGINAL CREDIT AGREEMENT").
A G R E E M E N T :
Each of the Ratifying Parties hereby agrees to,
ratifies and confirms the following:
1. Each of the respective Credit Documents executed and
delivered by such Ratifying Party (other than the Original
Credit Agreement) shall continue in full force and effect in
accordance with its terms.
2.All Obligations under the Original Credit Agreement
and the other Credit Documents shall continue to be outstanding
except as expressly modified by the Credit Agreement and shall
be governed in all respects by the Credit Agreement and the
other Credit Documents.
3. The execution of the Credit Agreement does not
constitute a novation, satisfaction, payment or reborrowing of
any Obligation under the Original Credit Agreement or any other
Credit Document except as expressly modified by the Credit
Agreement nor does it operate as a waiver of any right, power
or remedy of any Lender under any Credit Document (other than
the Original Credit Agreement, and then only to the extent the
terms thereof are modified by the Credit Agreement).
4. All references to the Original Credit Agreement in
any Credit Document or other document or instrument delivered in
connection therewith shall be deemed to refer to the Credit
Agreement and the provisions thereof.
5. With respect to each Credit Document, this Agreement
shall be governed by and construed in accordance with the laws of
the jurisdiction which govern such Credit Document.
6. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall
be deemed an original, and all of which taken together shall be
deemed to constitute but one and the same instrument. Any of
the parties hereto may execute this Agreement by signing any
such counterpart.
7. This Agreement shall be binding upon each respective
Ratifying Party upon its execution hereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first set
forth above.
BANKERS TRUST COMPANY,
Individually and
as Administrative Agent
By:/s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title: Vice President
GLOBAL MARINE BISMARCK SEA INC.
as Guarantor
By:/S/ Xxxxx X. XxXxxxxxx
Name: Xxxxx X. XxXxxxxxx
Title: Vice President
GLOBAL MARINE DEEPWATER
DRILLING INC.
as Guarantor
By:/s/ Xxxxx X. XxXxxxxxx
Name: Xxxxx X. XxXxxxxxx
Title: Vice President
GLOBAL MARINE DRILLING COMPANY
as Guarantor
By:/s/ Xxxxx X. XxXxxxxxx
Name: Xxxxx X. XxXxxxxxx
Title: Vice President
GLOBAL MARINE NORTH SEA INC.
as Guarantor
By:/s/ Xxxxx X. XxXxxxxxx
Name: Xxxxx X. XxXxxxxxx
Title: Vice President
GLOBAL MARINE WEST AFRICA INC.
as Guarantor
By:/s/ Xxxxx X. XxXxxxxxx
Name: Xxxxx X. XxXxxxxxx
Title: Vice President
PETDRILL, INC.
as Guarantor
By:/s/ Xxxxx X. XxXxxxxxx
Name: Xxxxx X. XxXxxxxxx
Title: Vice President
GLOBAL MARINE SOUTH AMERICA LLC
as Guarantor
By:/s/ Xxxxx X. XxXxxxxxx
Name: Xxxxx X. XxXxxxxxx
Title:Vice President
TURNKEY VENTURES DE MEXICO INC.
By:/s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title:President
