Exhibit 10.1
Execution Copy
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of August 19, 2008, by and among ATWOOD OCEANICS, INC., a Texas corporation (the “Parent”), ATWOOD OCEANICS PACIFIC LIMITED, a company organized under the laws of the Cayman Islands and a Wholly-Owned Subsidiary of the Parent (the “Borrower”), the lenders party hereto (each, a “Lender” and, collectively, the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Parent, the Borrower, the Lenders from time to time party thereto, and the Administrative Agent are parties to a Credit Agreement, dated as of October 26, 2007 (the “Credit Agreement”);
WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish to amend certain provisions of the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments to Credit Agreement.
1. Section 9.01 of the Credit Agreement is hereby amended by deleting the phrase “and” from the end of clause (viii), deleting the “.” from the end of clause (ix) and substituting the phrase “; and” therefor, and adding a new clause (x) as follows thereafter:
“Liens on Capital Stock of the Borrower or a Material Subsidiary, provided that the administrative agent for the lenders under any new facility under which Indebtedness is incurred pursuant to Section 9.04(vii) enters into an intercreditor agreement with the form and substance satisfactory to the Administrative Agent.”.
2. Section 9.04 of the Credit Agreement is hereby amended by deleting the phrase “and” from the end of clause (vi), redesignating clause (vii) as clause (viii), and inserting prior to redesignated clause (viii) a new clause (vii) as follows:
“additional Indebtedness of the Parent or any of its Subsidiaries (other than Subsidiary Guarantors), including the Borrower, not to exceed $300,000,000 in the aggregate at any one time outstanding; and”.
II. Miscellaneous Provisions.
1. In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined herein) before or after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).
2. The Credit Agreement is modified only by the express provisions of this First Amendment and this First Amendment shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document except as specifically set forth herein.
3. The Lenders hereby authorize the Administrative Agent to enter into an intercreditor agreement with the administrative agent for the lenders under any new facility under which Indebtedness is incurred pursuant to Section 9.04(vii) of the Credit Agreement as amended hereby.
4. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.
5. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
6. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when the Borrower, each other Credit Party and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036; Attention: May Yip (facsimile number: 212-354-8113 / email: myip@whitecase.com ).
7. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above written.
ATWOOD OCEANICS, INC.
By: /s/ James M. Holland
Name: James M. Holland
Title: Senior Vice President, Chief Financial Officer and Secretary
ATWOOD OCEANICS PACIFIC LIMITED
By: /s/ James M. Holland
Name: James M. Holland
Title: Shareholders Representative
NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
Individually and as Administrative Agent
By: /s/ Hans Christian Kjelsrud
Name: Hans Christian Kjelsrud
Title: Executive Vice President
By: /s/ Martin Kahm
Name: Martin Kahm
Title: Vice President
SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF AUGUST 19, 2008, AMONG ATWOOD OCEANICS, INC., ATWOOD OCEANICS PACIFIC LIMITED, VARIOUS LENDERS PARTY THERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
Bayerische Hypo- and Vereinsbank AG, Munich acting through Hamburg branch
_____________________________________________
By: /s/ Stephan Somitsch
Name: Stephan Somitsch
Title: Vice President
By: /s/ Peter Grotheer-Isecke
Name: Peter Grotheer-Isecke
Title:
SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF AUGUST 19, 2008, AMONG ATWOOD OCEANICS, INC., ATWOOD OCEANICS PACIFIC LIMITED, VARIOUS LENDERS PARTY THERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
CALYON
Title: Vice President
SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF AUGUST 19, 2008, AMONG ATWOOD OCEANICS, INC., ATWOOD OCEANICS PACIFIC LIMITED, VARIOUS LENDERS PARTY THERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
HSH Nordbank AG
/s/ Hauke Tessmer /s/Jessica Beckmann
Hauke Tessmer Jessica Beckmann
SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF AUGUST 19, 2008, AMONG ATWOOD OCEANICS, INC., ATWOOD OCEANICS PACIFIC LIMITED, VARIOUS LENDERS PARTY THERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
ITF International Transport Finance Suisse AG
By: /s/ Alexander Schaffert
Name: Alexander Schaffert
Title: Vice President
By: /s/ Kai M. Foerster
Name: Kai M. Foerster
Title: Vice President
SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF AUGUST 19, 2008, AMONG ATWOOD OCEANICS, INC., ATWOOD OCEANICS PACIFIC LIMITED, VARIOUS LENDERS PARTY THERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
NAME OF INSITUTION:
Whitney National Bank
_____________________________________________
By: /s/ Harry G. Stahel
Name: Harry G. Stahel
Title: Senior Vice President
