EXHIBIT 4.1
FIRST AMENDMENT TO SECURED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECURED CREDIT AGREEMENT (this "AMENDMENT") dated
as of April 24, 1997, is by and among Transocean Offshore Inc., a Delaware
corporation (the "BORROWER"), the lenders from time to time parties hereto (each
a "LENDER" and collectively, the "LENDERS"), ABN AMRO Bank N.V. ("ABN AMRO"), a
Netherlands chartered bank acting through its Houston agency, as agent for the
Lenders (in such capacity, the "AGENT"), SunTrust Bank, Atlanta, and Credit
Lyonnais New York Branch, as documentation agents for the Lenders (in such
capacity, each a "DOCUMENTATION AGENT" and together, the "DOCUMENTATION
AGENTS"), and Bank of Montreal, The Fuji Bank, Limited, Royal Bank of Canada,
Xxxxx Fargo Bank (Texas), National Association, and Bank of Tokyo-Mitsubishi,
Ltd., Houston Agency, as co-agents for the Lenders (in such capacity, each a
"CO-AGENT" and collectively, the "CO-AGENTS").
WITNESSETH
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WHEREAS, the Borrower, the Lenders, the Agent, the Documentation Agents and
the Co-Agents have entered into that certain Secured Credit Agreement dated as
of July 30, 1996 (the "CREDIT AGREEMENT"), pursuant to which the Lenders have
made and agreed to make Loans to the Borrower and issued and agreed to issue
Letters of Credit for the account of the Borrower; and
WHEREAS, the Borrower, the Lenders, the Agent, the Documentation Agents and
the Co-Agents desire to amend the Credit Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Borrower, the Lenders, the Agent, the Documentation Agents
and the Co-Agents hereby agree as follows:
1. DEFINITIONS. Section 1.1 of the Credit Agreement is hereby amended as
follows:
(a) DELETION OF DEFINITIONS. The definitions of "Amortization Date",
"Mandatory Bid Payment Date", "Term Credit", "Term Credit Commitment", "Term
Credit Commitment Amount", "Term Loan", "Term Notes" and "Total Commitment
Amount" are hereby deleted from the Credit Agreement. The definitions of
"Credit Party" and "Security Documents" are deleted from the Credit Agreement as
of the Settlement Time.
(b) ADDITION OF DEFINITIONS. The definitions of "Public Debt Issue" and
"Settlement Time" are hereby inserted in the Credit Agreement in the appropriate
alphabetical order as follows:
(i) "Public Debt Issue" means the underwritten public offering of
debt securities of the Borrower in an aggregate principal amount of
not more than $300,000,000, the terms of which debt securities are
substantially as described in that certain Prospectus Supplement to
Prospectus dated April 11, 1997, which
Prospectus comprises part of the Borrower's SEC registration statement
no. 333-24457 on Form S-3.
(ii) "Settlement Time" means the moment of initial issuance of
debt securities in the Public Debt Issue, provided that such moment
occurs on a date no later than May 9, 1997.
(c) AMENDMENT OF DEFINITIONS. The definitions of "Applicable Margin",
"Borrower", "Collateral", "Commitment", "Credit", "Credit Documents", "Loan",
"Majority Lenders", "Material Adverse Effect", "Obligations", "Required
Lenders", "Revolving Credit Commitment Amount" and "SPV", respectively, in the
Credit Agreement are amended as follows:
(i) The definition of "Applicable Margin" is hereby amended by
deleting the pricing grid in the nineteenth through twenty-second
lines thereof and inserting the following pricing grid in its place:
Debt Rating Percentage
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A/A2 or above 0.200%
A-/A3 0.250%
BBB+/Baa1 or above 0.300%
BBB/Baa2 0.340%
BBB-/Baa3 0.400%
(ii) The definition of "Borrower" is hereby amended by inserting
the name "Transocean Offshore Inc., formerly known as" before the word
Sonat in such definition.
(iii) The definition of "Co-Agent" is hereby amended by deleting
the "and" in the second line thereof and by inserting the clause "and
Bank of Tokyo-Mitsubishi, Ltd., Houston Agency" after the word
"Association" in the second line thereof.
(iv) The definition of "Collateral" is amended as of the
Settlement Time by deleting the clause "a Security Document" in the
third line thereof and inserting in its place the clause "Section
7.4".
(v) The definitions of "Commitment" and "Credit" are hereby
amended by deleting the "," after the section reference to 2.1 in the
second line of each of thereof and inserting the word "and" in its
place and by deleting the clause "and 2.3" in the second line of each
of thereof.
(vi) The definition of "Credit Documents" is hereby amended by
adding the clause "any amendments, modifications or restatements to or
of this Agreement," after the word "Agreement," in the first line
thereof and is amended as of the Settlement Time by deleting the
clause ", the Subsidiary Guaranties," in the first line thereof and
inserting the word "and" in its place and by deleting the clause ",
and the Security Documents" in the second line thereof.
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(vii) The definition of "Loan" is hereby amended to delete the
clause "or Term Loan" in the second line thereof.
(viii) The definitions of "Majority Lenders" and "Required
Lenders" are hereby amended by deleting the clause "(a) the aggregate
outstanding principal amount of the Term Loans, plus (b) so long as
the Revolving Credit Commitments have not terminated pursuant to the
terms hereof," in the second line of each of thereof, by deleting the
word "such" in the fourth line of each of thereof and inserting in its
place the clause "the Revolving Credit" and by deleting the word "so"
in the fourth line of each of thereof.
(ix) The definition of "Material Adverse Effect" is amended as of
the Settlement Time by deleting the clause "or the Borrower and the
other Credit Parties taken as a whole to perform their" in the seventh
line thereof and inserting in its place the clause "to perform its"
and by deleting the clause "they are" in the eighth line thereof and
inserting the clause "it is" in its place.
(x) The definition of "Obligations" is amended as of the
Settlement Time by deleting the clause "and any other Credit Party" in
the first line thereof.
(xi) The definition of "Revolving Credit Commitment Amount" is
hereby amended by deleting the number "400,000,000" in the first line
thereof and inserting in its place the number "540,000,000".
(xii) The definition of "SPV" is amended as of the Settlement
Time by deleting the clause "that is not a Guarantor" in the first
line thereof and the clause "or Guarantor" in the third line thereof.
2. OTHER AMENDMENTS TO CREDIT AGREEMENT.
(a) The cover page of the Credit Agreement and the first paragraph of
the Credit Agreement are amended as of the Settlement Time by deleting the word
"Secured" in the title of the Credit Agreement, by inserting as of the date
hereof the clause "Transocean Offshore Inc., formerly known as" before the word
"Sonat" in each of thereof and by deleting as of the date hereof the word "and"
after the name "Royal Bank of Canada" and by inserting the clause "and Bank of
Tokyo-Mitsubishi, Ltd., Houston Agency" after the name Xxxxx Fargo Bank (Texas),
National Association in each of thereof.
(b) Section 2.3 of the Credit Agreement is hereby deleted in its
entirety and replaced with the clause "Intentionally deleted".
(c) Section 2.4 of the Credit Agreement is hereby amended to delete
the word "both" in the first line thereof and the clause "and Term Loans" in the
second line thereof.
(d) Section 2.5 of the Credit Agreement is hereby amended by deleting
the clause "for the Term Loans and" in the twenty-second line of subsection (a)
thereof, by deleting the clause "(except they shall count as two different
Interest Periods if both Revolving Loans and Term Loans are involved)" in the
twenty-eighth line of subsection (a) thereof and by deleting the last sentence
of subsection (f) thereof.
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(e) Clause (ii) of Section 2.6 of the Credit Agreement is hereby (i)
amended by changing all references therein to "Term Loans" to "Revolving Loans",
by changing the clause "an Amortization Date" to "the last Business Day of any
calendar quarter" and by changing all references therein to "such Amortization
Date" to "such last Business Day" and (ii) deleted in its entirety and replaced
with the clause "Intentionally deleted" as of the Settlement Time.
(f) Section 2.7 of the Credit Agreement is hereby amended and restated
in its entirety as follows:
"Section 2.7. Maturity of Loans. Each Revolving Loan shall mature
and become due and payable by the Borrower on the Maturity Date. In
addition, if the Settlement Time does not occur prior to or on May 9,
1997, the Revolving Credit Commitment Amount shall, without any
further action, automatically and permanently be reduced on the last
Business Day of each calendar quarter, commencing June 30, 1997. The
amount of each such automatic and permanent reduction shall be the
applicable quarterly amounts set forth on Schedule 2.7. Voluntary
reductions of the Revolving Credit Commitment Amount made pursuant to
Section 2.14 shall be applied, if applicable, to diminish the amount
of scheduled reductions to the Revolving Credit Commitment Amount
thereafter becoming effective pursuant to this Section 2.7, to the
next scheduled reduction(s) thereof from the date of such reduction."
(g) Section 2.10 of the Credit Agreement is hereby amended by deleting
the fourth, fifth and sixth sentences thereof.
(h) Section 2.11 of the Credit Agreement is hereby amended by deleting
the reference to "(a)" in subsection (a) thereof and by deleting subsection (b)
thereof in its entirety.
(i) Section 2.12 of the Credit Agreement is hereby amended by deleting
the second sentence of subsection (a) thereof.
(j) Section 2.14 of the Credit Agreement is hereby amended by deleting
the reference to "(a)" in subsection (a) thereof and by deleting subsection (b)
thereof in its entirety.
(k) Section 3.1 of the Credit Agreement is hereby amended by deleting
the clause "and from the Effective Date to and including the Mandatory Bid
Payment Date with respect to the Term Credit," in the second line of subsection
(a) thereof, by deleting the letter "(x)" in the sixth line of subsection (a)
thereof, by deleting the clause "and (y) the Term Credit Commitment Amount and
the aggregate outstanding principal amount of the Term Loans with respect to the
Term Credit," in the seventh line of subsection (a) thereof, by deleting the
clause "or the Mandatory Bid Payment Date with respect to the Term Credit, as
applicable," in the seventh to last line of subsection (a) thereof, by deleting
the clause "or the Term Credit Commitment, as applicable," in the sixth to last
line of subsection (a) thereof and by deleting the pricing grid in the twenty-
eighth through thirty-first lines thereof and inserting the following pricing
grid in its place:
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Debt Rating Commitment Fee
----------- --------------
A/A2 or above 0.065%
A-/A3 0.085%
BBB+/Baa1 or above 0.100%
BBB/Baa2 0.115%
BBB-/Baa3 0.140%
(l) Section 3.3 of the Credit Agreement is amended as of the
Settlement Time by deleting the clauses "or any Guarantor", "or such Guarantor,
as applicable," and "or such Guarantor" wherever in such Section 3.3 they may
appear.
(m) Section 5.2 of the Credit Agreement is amended as of the
Settlement Time by deleting the clause "Each Credit Party" in the first and
fifth lines thereof and inserting the clause "The Borrower" in place of each of
thereof, by deleting the clause "(or comparable action, in the case of a Credit
Party that is not a corporation)" in the third line thereof and by deleting the
clause "such Credit Party" in the seventh line thereof and inserting the clause
"the Borrower" in its place.
(n) Section 5.3 of the Credit Agreement is amended as of the
Settlement Time by deleting the clause "any Credit Party" in the first line
thereof and by inserting the clause "the Borrower" in its place.
(o) Section 5.14 of the Credit Agreement is deleted as of the
Settlement Time in its entirety and replaced with the clause "Intentionally
deleted".
(p) Section 6.10 of the Credit Agreement is hereby deleted in its
entirety and replaced with the clause "Intentionally deleted".
(q) Section 6.11 of the Credit Agreement is deleted as of the
Settlement Time in its entirety and replaced with the clause "Intentionally
deleted".
(r) Section 6.12(c) of the Credit Agreement is hereby amended by
inserting the word "or" in front of the number "(2)" in the seventh line thereof
and by deleting the clause "or (3) a transaction or proposed transaction
pursuant to which the Term Loans would be prepaid in like amount" in the ninth
line thereof.
(s) Section 6.13 of the Credit Agreement is amended as of the
Settlement Time by deleting the clause "Sections 6.11 and" in the thirteenth
line thereof and inserting in its place the word "Section" and by deleting the
clause "Sections 6.11 and 6.12 are" in the twenty-fourth line thereof and
inserting in its place the clause "Section 6.12 is".
(t) Section 6.14 of the Credit Agreement is hereby amended by deleting
the clause "or (e)" in the first line of subsection (f) thereof and inserting in
its place the clause "on the assets the subject of any such Capitalized Lease
Obligations" and is further amended as of the Settlement Time by deleting the
clause "created by the Security Documents" in subsection (q) thereof and
inserting in its place the clause "contemplated by Section 7.4 of this
Agreement".
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(u) Section 6.15 of the Credit Agreement is hereby amended by deleting
subsection (e) thereof in its entirety and replacing it with the clause
"intentionally deleted", by inserting the clause "of the Borrower" after the
word "Indebtedness" in the first line of subsection (j) thereof, by deleting the
clause "containing a standstill period of at least one hundred twenty (120) days
after notice to the Agent before the lenders can accelerate the Indebtedness
thereunder" in the fourth line of subsection (j) thereof and inserting the
clause "and standstill" after the word subordination in the sixth line of
subsection (j) thereof, by deleting the word "and" at the end of subsection (q)
thereof, by deleting (as of the Settlement Time) the clause "or any Guarantor"
in the first line of subsection (r) thereof, by deleting the "." at the end of
subsection (r) thereof and inserting the clause "; and" in its place and by
adding new subsection (s) thereafter as follows:
"(s) Indebtedness of the Borrower issued in the Public Debt Issue."
(v) Section 7.1 of the Credit Agreement is amended as of the
Settlement Time by deleting subsection (c) in its entirety and inserting the
clause "intentionally deleted" in its place, by deleting the clause "any Credit
Party" in the first line of subsection (d) thereof and inserting in its place
the clause "the Borrower", by deleting the "," after the letter "(a)" in the
second line of subsection (d) thereof and inserting in its place the word "or",
by deleting the clause "or (c)" in the second line of subsection (d) thereof, by
deleting the clauses "any Credit Party" and "a Credit Party" in the first line
of subsection (k) thereof and inserting in place of each of thereof the clause
"the Borrower," by deleting the clause "such Credit Party's" in the second line
of subsection (k) and inserting in its place the clause "the Borrower's" and by
deleting the word "Liens," and the comma after the word "rights" in the fifth
line of subsection (k) thereof.
(w) Section 7.2 of the Credit Agreement is amended as of the
Settlement Time by deleting the clause "Section 7.1(c) or" in the third to last
line thereof.
(x) Section 7.5 of the Credit Agreement is amended as of the
Settlement Time by deleting the clause "Sections 7.1(c) and" and by inserting in
its place the word "Section".
(y) Section 7.7 of the Credit Agreement is amended as of the
Settlement Time by deleting the clause "or under any Guaranty" in the third line
thereof, by deleting the clause "any Collateral," in the fourth line thereof, by
deleting the clause "and the Collateral Agent" in the second line of subsection
(a) thereof and by deleting the clause ", the Collateral Agent" in the fifth
line of subsection (a) thereof.
(z) Section 10.7 of the Credit Agreement is hereby amended by deleting
the name "Sonat Offshore Drilling Inc." in the tenth line thereof and by
inserting the name "Transocean Offshore Inc." in its place.
(aa) Section 10.10 of the Credit Agreement is amended as of the
Settlement Time by deleting the clause "any Credit Party" in the twenty-fourth
line of subsection (a) thereof and inserting in its place the clause "the
Borrower" and by deleting the clause "or any other Credit Party" in the third
line of subsection (e) thereof.
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(ab) Section 10.11 of the Credit Agreement is hereby amended by
deleting the clauses "the Total Commitment Amount," and "or the Term Credit
Commitment Amount" in the seventh and eighth lines thereof.
(ac) Section 10.18 of the Credit Agreement is amended as of the
Settlement Time by deleting the clause ", the Guarantor" in the sixth line
thereof and is amended as of the date hereof by adding the following sentence at
the end of such section:
"For the avoidance of doubt, the parties affirm and agree that neither
the fixation of the conversion rate of Pounds against the Euro as a
single currency, in accordance with the Treaty Establishing the
European Economic Community, as amended by the Treaty on the European
Union (The Maastricht Treaty), nor the conversion of the Obligations
under this Agreement from Pounds into Euro will be a reason for early
termination or revision of this Agreement or prepayment of any amount
due under this Agreement or create any liability of any party towards
any other party for any direct or consequential loss arising from any
of these events. As of the date that Pounds are no longer the lawful
currency of the United Kingdom, all funding and payment Obligations to
be made in such currency under this Agreement will have to be
satisfied in Euro."
(ad) Section 10.22 of the Credit Agreement is amended as of the
Settlement Time by deleting the clause "any Credit Party" in the second line
thereof and inserting in its place the clause "the Borrower".
(ae) Exhibits 2.12(A), 2.12(B) and 2.12(C) to the Credit Agreement are
hereby deleted in their entirety and new Exhibits 2.12(A), 2.12(B) and 2.12(C)
attached hereto are inserted in their place.
(af) Schedule 2.7 of the Credit Agreement is hereby (i) amended by
deleting the title thereof and inserting in its place "Revolving Credit
Commitment Amount Mandatory Reductions", by deleting the word "Principal" in the
title to the column on the right thereof and inserting the clause "Commitment
Reduction" and by deleting the first, second and last dates and amounts and
inserting as the last date and amount the following: "Maturity Date" and
"Remaining Balance of Revolving Loans" and (ii) deleted in its entirety and
replaced with the clause "Intentionally deleted" as of the Settlement Time.
3. CONVERSION OF TERM LOANS INTO REVOLVING LOANS. On the date hereof,
(i) the outstanding aggregate principal amount of the Term Loan and the
Revolving Loans of $11,976,666.67 made by Dai-Ichi Kangyo Bank, Ltd. ("DKB"),
together with all accrued and unpaid interest thereon and breakage fees, if any,
shall be repaid in full by the Borrower, such that DKB shall no longer be a
Lender under the Credit Agreement, as amended hereby; (ii) the outstanding
principal amount of the Term Loans of the Lenders (other than DKB) shall
automatically, without any further action on the part of any of the parties
hereto, be deemed to have been converted into Revolving Loans; (iii) the
Borrower shall make a non-pro rata repayment of the Revolving Loans (after
repayment of DKB and conversion of the Term Loans described in (i) and (ii)
above) in the principal amount of $12,800,062.49, together with all accrued and
unpaid interest thereon and breakage fees, if any, with a new non-pro rata
Borrowing of Revolving Loans in such amounts from the Lenders, such that after
giving effect to the matters described in (i) and (ii) above, the Borrower shall
pay to or borrow from, as the
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case may be, each Lender the principal amount listed in the sixth column
entitled "((Payment)/Borrowing)" in Schedule I hereto (together, with, in the
case of a repayment, accrued interest thereon and breakage fees, if any) and the
principal amount of the outstanding Revolving Loans from each Lender as of the
date hereof shall be as listed in the fifth column entitled "Total Outstandings"
in Schedule I hereto; and (iv) the Percentages and Revolving Credit Commitments
of the Lenders as of the date hereof are modified to be as set forth on Schedule
II hereto. All Term Loans of the Lenders (other than DKB) hereto which are
Eurodollar Loans shall be deemed continued as Revolving Loans at such interest
rate(s) and for such Interest Period(s) as applied thereto immediately prior to
the conversion of such Term Loans into Revolving Loans.
4. RELEASES. The Lenders, the Agent, the Collateral Agent, the
Documentation Agents and the Co-Agents each hereby terminates and releases all
of the Security Documents (other than Section 7.4 of the Credit Agreement),
including the Stock Pledge Agreement, the Note Pledge Agreement and all of the
Subsidiary Guaranties, effective as of the Settlement Time, provided, however,
if the Settlement Time does not occur prior to or on May 9, 1997, this sentence
shall cease to be of any force or effect and the Security Documents shall not be
so terminated and released. The Borrower agrees to promptly provide to the
Collateral Agent a written certification when the Settlement Time has occurred.
The Lenders, the Agent, the Documentation Agents and the Co-Agents hereby
irrevocably authorize the Collateral Agent to execute (as Collateral Agent and
on behalf of each of the foregoing (and any and all successors to any of the
foregoing)) any other and further documents evidencing the termination and
release of the Security Documents as the Borrower may reasonably request so long
as the Settlement Time has occurred as certified in writing by the Borrower.
This Section 4 shall be binding on any and all successors and assigns of any of
the Lenders, the Agent, the Documentation Agents and the Co-Agents as fully as
if it had been set forth in the Credit Agreement and each Security Document.
5. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. To induce the
Lenders, the Agent, the Collateral Agent, the Documentation Agents and the Co-
Agents to enter into this Amendment, the Borrower hereby reaffirms, as of the
date hereof (but as if the amendments set forth in Sections 1 and 2 hereof had
all become effective), that its representations and warranties contained in the
Credit Agreement (other than the representations and warranties set forth in
Section 5.14 of the Credit Agreement) are true and correct in all material
respects (except to the extent such representations and warranties (x) are not
so true and correct in all material respects as a result of the transactions
expressly permitted hereunder or under the other Credit Documents or (y) relate
solely to an earlier date) and additionally represents and warrants as follows:
(i) The execution and delivery by the Borrower of this Amendment
and the performance by the Borrower of its obligations under this
Amendment and the Credit Agreement, as amended hereby, are within the
Borrower's corporate powers, have been duly authorized by all
necessary corporate action of the Borrower and do not and will not
contravene in any material respect any provision of applicable law or
contravene or conflict with any provision of the certificate of
incorporation, bylaws or any material agreements binding upon the
Borrower, and the execution and delivery by the Borrower of this
Amendment have received all necessary governmental approvals or other
consents (if any shall be required);
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(ii) This Amendment and the Credit Agreement, as amended hereby,
are legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their terms, subject as to
enforcement only to bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors' rights
generally and equitable principles;
(iii) There are no actions, suits, proceedings or counterclaims
(including, without limitation, derivative or injunctive actions)
pending or, to the knowledge of the Borrower, threatened against the
Borrower or any of its Subsidiaries which purports to affect the
legality, validity or enforceability of this Amendment, the Credit
Agreement, as amended hereby, the replacement Revolving Notes or any
other Credit Document; and
(iv) No Default or Event of Default has occurred and is
continuing.
6. REAFFIRMATION OF CREDIT AGREEMENT. This Amendment shall be deemed to
be an amendment to the Credit Agreement, and the Credit Agreement, as amended
hereby, is hereby ratified, approved and confirmed in each and every respect.
All references to the Credit Agreement in the Credit Agreement and the other
Credit Documents (excluding this Amendment) shall hereafter be deemed to refer
to the Credit Agreement, as amended hereby.
7. DEFINED TERMS. Without limitation of Sections 1 and 2 hereof, terms
used but not defined herein when defined in the Credit Agreement shall have the
same meanings herein unless the context otherwise requires.
8. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT. The effectiveness
of this Amendment is subject to the following conditions precedent, all in form
and substance satisfactory to the Agent:
The Agent shall have received:
(i) Replacement Revolving Notes. The duly executed Revolving
Notes of the Borrower in substantially the form of Exhibits 2.12A,
2.12B and 2.12C hereto dated the date hereof and with other
appropriate insertions as to payee and principal amount payable to the
order of each Lender in replacement of the Revolving Notes and the
Term Notes of the Borrower dated September 6, 1996;
(ii) Certificate. A certificate of the Secretary or Assistant
Secretary and the President or Vice President of the Borrower
containing specimen signatures of the persons authorized to execute
this Amendment on the Borrower's behalf, together with (i) a copy of
resolutions of the Board of Directors of the Borrower authorizing the
execution and delivery of this Amendment and the replacement Revolving
Notes and of all other legal documents or proceedings taken by the
Borrower in connection herewith, and (ii) copies of any amendments to
the certificate of incorporation or bylaws of the Borrower after July
30, 1996;
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(iii) Opinions of Counsel. The opinions of Xxxxxx Xxxxxxx &
Xxxx LLP, legal counsel to the Borrower, and Xxxx X. Xxxxx, Esq.,
General Counsel to the Borrower;
(iv) Consent of Guarantors. A consent to this Amendment from
each of the Guarantors; and
(v) Other Documents. Such other documents as the Agent may
reasonably request.
If and when the Agent shall be satisfied that the documents meeting the
requirements set forth in this Section 8 have been received by it (and in form
and substance satisfactory to it), the Agent shall so acknowledge in writing,
and such acknowledgment shall constitute conclusive evidence that this Amendment
has become effective.
9. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.
(A) THIS AMENDMENT AND THE OTHER CREDIT DOCUMENTS, AND THE RIGHTS AND
DUTIES OF THE PARTIES HERETO AND THERETO, SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(B) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES
HERETO AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
THE AGENT, THE DOCUMENTATION AGENTS, THE CO-AGENTS, THE COLLATERAL AGENT, THE
LENDERS OR THE BORROWER MAY BE BROUGHT AND MAINTAINED IN XXX XXXXXX XX XXX XXXXX
XX XXX XXXX SITTING IN THE BOROUGH OF MANHATTAN OR THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS, BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF NEW YORK. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT
THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF
ANY
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COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS AMENDMENT AND THE OTHER CREDIT DOCUMENTS.
(C) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY
HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AMENDMENT, THE CREDIT AGREEMENT OR UNDER
ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY
BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AMENDMENT OR THE CREDIT
AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.
10. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, and by the different parties on different counterpart signature
pages, each of which when executed shall be deemed an original, but all such
counterparts taken together shall constitute one and the same agreement.
11. SEVERABILITY. Any provision of this Amendment that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
12. HEADINGS. Section headings used in this Amendment are for reference
only and shall not affect the construction of this Amendment.
13. NOTICE OF ENTIRE AGREEMENT. This Amendment, together with the other
Credit Documents, constitute the entire understanding among the Borrower, the
Lenders, the Agent, the Documentation Agents and the Co-Agents and supersede all
earlier or contemporaneous agreements, whether written or oral, concerning the
subject matter of the Credit Documents. THIS WRITTEN AMENDMENT, TOGETHER WITH
THE OTHER CREDIT DOCUMENTS, 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 UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
-11-
IN WITNESS WHEREOF, the parties hereto have entered into this First
Amendment to Secured Credit Agreement as of the date first written above.
BORROWER:
TRANSOCEAN OFFSHORE INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
------------------------------
Title: Vice President and Secretary
-----------------------------
-12-
LENDERS:
ABN AMRO BANK N.V., Houston Agency, as
Agent and Collateral Agent and as a Lender
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxx
Group Vice President and Director
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Xxxxxxx X. Xxxxx
Vice President and Director
-00-
XXXXXXXX XXXX, XXXXXXX, as
Documentation Agent and as a Lender
By: /s/ X. XxXxxxxxx Xxxxxx, III
-----------------------------------
Name: X. XxXxxxxxx Xxxxxx, III
---------------------------------
Title: Group Vice President
--------------------------------
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------
Title: Corporate Banking Officer
--------------------------------
-14-
CREDIT LYONNAIS NEW YORK BRANCH, as
Documentation Agent and as a Lender
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
---------------------------------
Title: Executive Vice President
--------------------------------
-15-
BANK OF MONTREAL, as Co-Agent and as a
Lender
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
-----------------------------------
Title: Director, U.S. Corporate Banking
----------------------------------
-16-
THE FUJI BANK, LIMITED, HOUSTON
AGENCY, as Co-Agent and as a Lender
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
--------------------------------
Title: Senior Vice President
-------------------------------
-00-
XXXXX XXXX XX XXXXXX, as Co-Agent and
as a Lender
By: /s/ Xxx X. Xxxxxx
------------------------------------
Name: Xxx X. Xxxxxx
----------------------------------
Title: Senior Manager
---------------------------------
-18-
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION, as Co-Agent and as a Lender
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
-19-
BANK OF TOKYO - MITSUBISHI, LTD.,
HOUSTON AGENCY
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxx Xxxxx
-----------------------------------
Title: Vice President
----------------------------------
-00-
XXXXXXXXXXXXX XXXXXXXX XXXXXX XX
(publ.)
By: /s/ Xxxxx Xxxx /s/ Per Frolich
-------------------------------------
Name: Xxxxx Xxxx/Per Xxxxxxx
-----------------------------------
Title: Director / Director
----------------------------------
-00-
XXXXXXXXXXXX XXXXXXXXXX XXXXXXXXXXXX
------------------------------------
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Vice President
----------------------------------
By: /s/ Xxxxxxxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
-----------------------------------
Title: Vice President Credit Department
----------------------------------
-22-
AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED
By: /s/ Xxxx Xxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
-00-
XXX XXXX XX XXX XXXX
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
-00-
XXX XXXX XX XXXX XXXXXX,
XXXXXXX AGENCY
By: /s/ F.C.H. Xxxxx
-------------------------------------
Name: F.C.H. Xxxxx
-----------------------------------
Title: Senior Manager
Loan Operations
----------------------------------
-25-
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK,
CAYMAN ISLAND BRANCH
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
By: /s/ Xxxxxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxxxxx X. Xxxx
-----------------------------------
Title: Vice President
----------------------------------
-00-
XXXXX XXXXXXXX XXXX XX XXXXXXXX
By: /s/ J. Xxxxxxx Xxxxx, Xx.
-------------------------------------
Name: J. Xxxxxxx Xxxxx, Xx.
-----------------------------------
Title: Senior Vice President
----------------------------------
-27-
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ Xxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
-----------------------------------
Title: Vice President
----------------------------------
-28-
THE SANWA BANK, LIMITED, DALLAS AGENCY
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
-29-
THE SUMITOMO BANK, LIMITED
By: /s/ Xxxxxxxxx Xxxx
-------------------------------------
Name: Xxxxxxxxx Xxxx
-----------------------------------
Title: General Manager
----------------------------------
-30-
