EXHIBIT 4.2
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of
April 24, 1998, is by and among PETROLEUM SUPPLY COMPANY, PRIDE INTERNATIONAL
HOLDINGS, INC., RANGER WELL SERVICE, INC., PRIDE OFFSHORE, INC., and RANGER
CORPORATION (each individually, a "BORROWER," and, collectively, the
"BORROWERS"), PRIDE INTERNATIONAL, INC., (the "PARENT GUARANTOR"), each of the
Lenders (as defined in the below-mentioned Credit Agreement) signatory hereto,
FIRST NATIONAL BANK OF COMMERCE, as arranger and syndication agent for the
Lenders (in such capacity, together with its successors in such capacity, the
"SYNDICATION AGENT"), and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as
administrative and documentation agent for the Lenders and as issuer of Letters
of Credit (in such capacity, together with its successors in such capacity, the
"ADMINISTRATIVE AGENT").
R E C I T A L S:
WHEREAS, the Borrowers, the Parent Guarantor, the Agents, and the Lenders
signatory hereto entered into a Credit Agreement, dated as of December 22, 1997
(the "CREDIT AGREEMENT"), pursuant to which the Lenders made available to the
Borrowers a revolving credit facility of up to $100,000,000; and
WHEREAS, the Borrowers have requested that the Lenders and the Agents
agree to amend the Credit Agreement to permit (i) issuance of the Zero Coupon
Debentures (defined below); (ii) issuance of the Amethyst I Convertible Note
(defined below); and (iii) up to $100,000,000 of investments in Foreign
Affiliates; and
WHEREAS, the Lenders and the Agents are willing to amend the Credit
Agreement as hereinafter provided; and
WHEREAS, the Borrowers, the Parent Guarantor, the Lenders and the Agents
now desire to amend the Credit Agreement as herein set forth.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 DEFINITIONS. Capitalized terms used in this Amendment, to the
extent not otherwise defined herein, shall have the same meaning as in the
Credit Agreement, as amended hereby.
FIRST AMENDMENT TO CREDIT AGREEMENT - PAGE 1
ARTICLE II
AMENDMENTS
Section 2.1 ADDITIONAL DEFINITIONS. Section 1.1 is amended by adding the
following definitions in alphabetical order:
"AMETHYST 1 UNSECURED CONVERTIBLE NOTE" means the Parent Guarantor's
$21,250,000 unsecured convertible promissory note issued in partial
payment of the purchase price for the Semi-submersible Rig "Amethyst 1,"
the principal terms and conditions of which are described in a 31 March
1998 agreement between the Parent Guarantor and DWC Amethyst N.V. (a copy
of which letter has been delivered to the Agent and the Lenders).
"ZERO COUPON DEBENTURES" means the Parent Guarantor's Zero Coupon
Convertible Subordinated Debentures due 2018 issued by the Parent
Guarantor pursuant to the terms of the Zero Coupon Indenture upon the
terms and conditions set forth therein, the gross cash proceeds of which
are $230,000,000.
"ZERO COUPON INDENTURE" means that certain indenture dated as of
April 1, 1998 between the Parent Guarantor and Marine Midland Bank,
trustee, as amended by First Supplemental Indenture dated on or about the
date hereof relating to the Zero Coupon Debentures and, as the same may
hereafter be amended, modified, or supplemented from time to time.
Section 2.2 AMENDMENT TO DEFINITION. The definition of "Funded Debt" is
amended by adding the following in clause (a) thereof immediately after the word
"Debenture": ", the Zero Coupon Debentures."
Section 2.3 AMENDMENT TO SECTION 10.1. Section 10.1 is amended (i) by
deleting the word "and" at the end of clause (g) and the period at the end of
clause (h) and (ii) by adding a semi colon after clause (h) and the following:
"(i) Debt incurred in connection with the Zero Coupon Debentures and
the Zero Coupon Indenture; and
"(j) Debt incurred in connection with the Amethyst 1 Unsecured
Convertible Note."
Section 2.4 AMENDMENT TO SECTION 10.5. Section 10.5 is amended by changing
the reference in clause (h) from "$60,000,000" to $100,000,000."
FIRST AMENDMENT TO CREDIT AGREEMENT - PAGE 2
ARTICLE III
CONDITIONS PRECEDENT
Section 3.1 NECESSARY DOCUMENTATION. This Amendment shall be effective
when the Administrative Agent shall have received this Amendment executed by the
Borrowers, the Agent, the Parent Guarantor and the Required Lenders.
Section 3.2 REPRESENTATIONS AND WARRANTIES. All representations and
warranties contained in the Credit Agreement shall be true and correct in all
material respects on and as of the date hereof with the same force and effect as
if such representations and warranties had been made on and as of such date.
ARTICLE IV
MISCELLANEOUS
Section 4.1 RATIFICATIONS, REPRESENTATIONS AND WARRANTIES. Except as
expressly modified and superseded by this Amendment, the terms and provisions of
the Credit Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect. The representations and warranties
contained herein and in all other Loan Documents, as amended hereby, shall be
true and correct in all material respects as of, and as if made on, the date
hereof. The Borrower, the Banks and the Agents agree that the Credit Agreement
as amended hereby shall continue to be legal, valid, binding and enforceable in
accordance with its terms, except as the enforceability thereof may be affected
by general principles of equity or creditors' rights.
Section 4.2 REFERENCE TO THE CREDIT AGREEMENT. Each of the Loan Documents,
including the Credit Agreement and any and all other agreements, documents or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit Agreement as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Credit Agreement
shall mean a reference to the Credit Agreement as amended hereby.
Section 4.3 SEVERABILITY. Any provisions of this Amendment held by court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provisions so held to be invalid or unenforceable.
Section 4.4 APPLICABLE LAW. This Amendment and all other Loan Documents
executed pursuant hereto shall be governed by and construed in accordance with
the laws of the State of Texas and the applicable laws of the United States of
America.
Section 4.5 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and
shall inure to the benefit of the Lenders, the Agents, the Parent Guarantor and
the Borrowers and their respective successors and assigns.
FIRST AMENDMENT TO CREDIT AGREEMENT - PAGE 3
Section 4.6 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original
but all of which when taken together shall constitute one and the same
instrument. Facsimile signatures shall be effective for all purposes.
Section 4.7 HEADINGS. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.
Section 4.8 NO ORAL AGREEMENTS. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Section 4.9 DESIGNATED SENIOR INDEBTEDNESS. The Obligations are expressly
designated by the Borrowers and the Parent Guarantor as "Designated Senior
Indebtedness" for purposes of the Indenture and the Zero Coupon Indenture.
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FIRST AMENDMENT TO CREDIT AGREEMENT - PAGE 4
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
BORROWERS:
PETROLEUM SUPPLY COMPANY
By: ______________________________
Name:
Title:
PRIDE INTERNATIONAL HOLDINGS, INC.
By: ______________________________
Name:
Title:
RANGER WELL SERVICE, INC.
By: ______________________________
Name:
Title:
PRIDE OFFSHORE, INC.
By: ______________________________
Name:
Title:
FIRST AMENDMENT TO CREDIT AGREEMENT - PAGE 5
RANGER CORPORATION
By: ______________________________
Name:
Title:
GUARANTOR:
PRIDE INTERNATIONAL, INC.
By: ______________________________
Earl W. McNiel
Vice President
AGENTS AND LENDERS:
FIRST NATIONAL BANK OF COMMERCE,
as Syndication Agent and as a Lender
By: ______________________________
Name:
Title:
WELLS FARGO BANK (TEXAS),
NATIONAL ASSOCIATION, as Administrative
Agent and a Lender
By: ______________________________
Frank W. Schageman
Vice President
HIBERNIA NATIONAL BANK
FIRST AMENDMENT TO CREDIT AGREEMENT - PAGE 6
By: ______________________________
Name:
Title:
THE FUJI BANK, LIMITED -HOUSTON
AGENCY
By: ______________________________
Name:
Title:
per pro BROWN BROTHERS HARRIMAN & CO.
By: ______________________________
Name:
Title:
FIRST AMENDMENT TO CREDIT AGREEMENT - PAGE 7