================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: July 30, 2003
ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 1-13167
TEXAS 74-1611874
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15835 Park Ten Place Drive 77084
Houston, Texas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: 281-749-7800
N/A
(Former name or former address, if changed since last report.)
================================================================================
ITEM 5. OTHER EVENTS
On June 27, 2003 the Company filed a Form 8-K announcing that the Company
closed the general syndication of its Senior Secured Credit Facility dated as of
April 1, 2003 with a total of nine industry banks. This closing included two
amendments to the Credit Facility. For a more detailed description, see the Pool
Assignment and First Amendment attached hereto as Exhibit 99.1 and Second
Amendment and Agreement attached hereto as Exhibit 99.2.
ITEM 7. EXHIBITS
EXHIBIT 99.1 POOLED ASSIGNMENT AND FIRST AMENDMENT DATED
JUNE 27, 2003
EXHIBIT 99.2 SECOND AMENDMENT AND AGREEMENT DATED JUNE 27, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATWOOD OCEANICS, INC.
(Registrant)
/s/ James M. Holland
James M. Holland
Senior Vice President
DATE: July 30, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Pooled Assignment and First Amendment dated June 27, 2003
99.2 Second Amendment and Agreement dated June 27, 2003
EXHIBIR 99.1
POOLED ASSIGNMENT AND FIRST AMENDMENT
POOLED ASSIGNMENT AND FIRST AMENDMENT (this "Amendment"), dated as of June
27, 2003, 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 to the Credit Agreement referred to below immediately prior to
giving effect to this Amendment (the "Existing Lenders"), NORDEA BANK FINLAND
PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the
"Administrative Agent"), Lead Arranger and Book Runner, and each of the lenders
listed on Schedule A hereto (the "New Lenders"). All capitalized terms used
herein and not otherwise defined herein 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 Existing Lenders and the
Administrative Agent are parties to a Credit Agreement, dated as of April 1,
2003 (the "Credit Agreement"); and
WHEREAS, the parties hereto wish to effect the assignments and amend the
Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Each of the Existing Lenders severally and not jointly hereby sells and
assigns to each of the New Lenders without recourse and without representation
or warranty (other than as expressly provided herein), and each New Lender
hereby purchases and assumes from each of the Existing Lenders, that interest in
and to each of such Existing Lender's rights and obligations in respect of those
Tranches of Loans set forth on Schedule B hereto under the Credit Agreement as
of the date hereof which in the aggregate represents such New Lender's pro rata
share (for each such New Lender, its "Pro Rata Share") in such Tranches of Loans
as set forth on such Schedule B (calculated after giving effect to this
Amendment), and such Pro Rata Share represents all of the outstanding rights and
obligations under the Credit Agreement in respect of the Tranches of Loans that
are being sold and assigned to each New Lender pursuant to this Amendment,
including, without limitation, in the case of any assignment of outstanding Term
Loans and/or portion of the Total Revolving Loan Commitment, all rights and
obligations with respect to such New Lender's Pro Rata Share of such outstanding
Term Loans and/or portion of the Total Revolving Loan Commitment, respectively.
Immediately after giving effect to this Amendment and the assignments set forth
in the previous sentence, each Lender's Term Loan and Revolving Loan Commitment
will be as set forth on Schedule B hereto.
2. In accordance with the requirements of Section 14.04(b) of the Credit
Agreement, on the First Amendment Effective Date (as defined below), (i) the
Credit Agreement shall be amended by deleting Schedule I thereto in its entirety
and by inserting in lieu thereof the new Schedule I attached as Schedule I
hereto and (ii) the Borrower agrees that it will issue an appropriate Term Note
and Revolving Note, as applicable, to each Lender who so requests such Note or
Notes in conformity with the requirements of Section 1.05 of the Credit
Agreement.
3. On the First Amendment Effective Date, the Credit Agreement shall be
amended by deleting Schedule II thereto in its entirety and by inserting in lieu
thereof a new Schedule II attached as Schedule II hereto.
4. Each Existing Lender (i) represents and warrants that it is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in, or in connection with, the
Credit Agreement or the other Credit Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or the other Credit Documents or any other instrument or document
furnished pursuant thereto; and (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Parent
or any of its Subsidiaries or the performance or observance by the Parent or any
of its Subsidiaries of any of their obligations under the Credit Agreement or
the other Credit Documents to which any such Person is a party or any other
instrument or document furnished pursuant thereto.
5. Each New Lender (i) confirms that it has received a copy of the Credit
Agreement and the other Credit Documents, together with copies of the financial
statements referred to therein and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Amendment; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) confirms that it is an Eligible Transferee under Section
14.04(b) of the Credit Agreement; (iv) appoints and authorizes the
Administrative Agent and the Collateral Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement and the other
Credit Documents as are delegated to the Administrative Agent and the Collateral
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; and (v) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender.
6. Each of the Existing Lenders, the New Lenders and the Administrative
Agent hereby agree that all amounts accrued with respect to the outstanding Term
Loans and outstanding Revolving Loans prior to the delivery by such New Lender
of the amount referred to in clause (ii) of Section 11 of this Amendment shall
be for the account of the Existing Lenders, respectively, and that all such
amounts accrued on and after the delivery of such amounts referred to in clause
(ii) of such Section 11 shall be for the account of the New Lenders,
respectively, based upon each New Lender's relevant Pro Rata Share.
7. In accordance with Section 14.04(b) of the Credit Agreement, on and as
of the date upon which each of the New Lenders delivers the amounts referred to
in clause (ii) of Section 11 of this Amendment, each New Lender shall become a
"Lender" under, and for all purposes of, the Credit Agreement and the other
Credit Documents and the Administrative Agent shall record the transfers
contemplated hereby in the Register.
8. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
9. This 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.
10. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
11. Subject to Section 12 of this Amendment, this Amendment shall become
effective on the date (the "First Amendment Effective Date") when (i) the
Parent, the Borrower, the Administrative Agent, each Issuing Lender, each
Existing Lender and each New Lender shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered (including
by way of facsimile transmission) the same to the Administrative Agent at the
Notice Office and (ii) each New Lender shall have delivered to the
Administrative Agent, for the respective accounts of the Existing Lenders, an
amount equal to such New Lender's relevant Pro Rata Share of the outstanding
Term Loans and Revolving Loans being assigned to such New Lender.
12. Notwithstanding Section 11 of this Amendment, if for any reason any New
Lender shall not have (i) signed a counterpart hereof and delivered the same to
the Administrative Agent at the Notice Office and (ii) delivered to the
Administrative Agent an amount equal to such New Lender's relevant Pro Rata
Share of the outstanding Term Loans and Revolving Loans being assigned to such
New Lender, in each case on or prior to June 27, 2003, then, if each Existing
Lender agrees, this Amendment shall become effective notwithstanding such
failure, provided that (x) Schedule I shall be modified to delete any such New
Lender and such New Lender's relevant Pro Rata Share shall be reallocated among
the Existing Lenders and/or the New Lenders in such manner as the Existing
Lenders and/or the New Lenders (as applicable) shall agree, (y) the signature
pages of this Amendment shall be deemed revised to delete such New Lender's name
therefrom and (z) Schedule II shall be modified to delete any such New Lender's
address.
13. The Parent, the Borrower, each Existing Lender, each New Lender, each
Issuing Lender and the Administrative Agent hereby agree that (x) this Amendment
shall be executed and delivered in lieu of an Assumption and Assignment
Agreement required to be delivered pursuant to Section 14.04(b) and (y) the
non-refundable assignment fee otherwise required to be paid pursuant to Section
14.04(b) in connection with assignments shall be waived in respect of the
assignments contemplated herein.
14. In order to induce the Existing Lenders, the New Lenders, the Issuing
Lenders and the Administrative Agent to enter into this Amendment, the Parent
and the Borrower hereby represent and warrant that (i) the representations and
warranties contained in Section 7 of the Credit Agreement are true and correct
in all material respects on and as of the First Amendment Effective Date, after
giving effect to this Amendment (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of
such specified date), and (ii) there exists no Default or Event of Default on
the First Amendment Effective Date, after giving effect to this Amendment.
15. From and after the First Amendment Effective Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended, modified or
supplemented hereby.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
ATWOOD OCEANICS, INC.,
as Parent and Guarantor
By /s/ James M. Holland
Name: James M. Holland
Title: Senior Vice President
ATWOOD OCEANICS PACIFIC LIMITED,
as Borrower
By /s/ Michael A. Cardenas
Name: Michael A. Cardenas
Title: Vice President,
Treasurer & Director
NORDEA BANK FINLAND PLC, NEW YORK
BRANCH, Individually, as Issuing
Lender and as Administrative
Agent
By /s/ Martin Lunder
Name: Martin Lunder
Title: Senior Vice President
By /s/ Ronny Bjornadal
Name: Ronny Bjornadal
Title: Vice President
SCHEDULE A
to
Pooled Assignment
and First Amendment
NEW LENDERS
DVB Bank AG
Skandinaviska Enskilda Banken AB (publ)
Vereins-und Westbank AG
Whitney National Bank
Natexis Banques Populaires
SCHEDULE B
to
Pooled Assignment
and First Amendment
RELEVANT OUTSTANDINGS, COMMITMENTS AND PERCENTAGES
-------------------------------------------------------------------------------------------------------------------------------
Lender Outstanding Term Loans Percentage of Term Revolving Loan Percentage of Total
Loans Commitments Revolving Loan
Commitment
-------------------------------------------------------------------------------------------------------------------------------
Nordea Bank Finland Plc, $29,250,000 19.50% $14,625,000 19.50%
New York Branch
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Credit Agricole Indosuez $18,000,000 12.00% $9,000,000 12.00%
------------------------------------------------------------------------------------------------------------------------------
Fortis Capital Corp. $18,000,000 12.00% $9,000,000 12.00%
------------------------------------------------------------------------------------------------------------------------------
HSH Nordbank AG $18,000,000 12.00% $9,000,000 12.00%
------------------------------------------------------------------------------------------------------------------------------
DVB Bank AG $15,000,000 10.00% $7,500,000 10.00%
------------------------------------------------------------------------------------------------------------------------------
Skandinaviska Enskilda Banken $15,000,000 10.00% $7,500,000 10.00%
AB (publ)
------------------------------------------------------------------------------------------------------------------------------
Vereins-und Westbank AG $15,000,000 10.00% $7,500,000 10.00%
------------------------------------------------------------------------------------------------------------------------------
Whitney National Bank $15,000,000 10.00% $7,500,000 10.00%
------------------------------------------------------------------------------------------------------------------------------
Natexis Banques Populaires $6,750,000 4.50% $3,375,000 4.50%
------------------------------------------------------------------------------------------------------------------------------
Total: $150,000,000 100% $75,000,000 100%
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schedule I
to
Pooled Assignment
and First Amendment
COMMITMENTS
----------------------------------------------------------------------------
Revolving Loan
Lender Commitment
----------------------------------------------------------------------------
Nordea Bank Finland Plc, $14,625,000
New York Branch
----------------------------------------------------------------------------
Credit Agricole Indosuez $9,000,000
----------------------------------------------------------------------------
Fortis Capital Corp. $9,000,000
----------------------------------------------------------------------------
HSH Nordbank AG $9,000,000
----------------------------------------------------------------------------
DVB Bank AG $7,500,000
----------------------------------------------------------------------------
Skandinaviska Enskilda Banken AB (publ) $7,500,000
----------------------------------------------------------------------------
Vereins-und Westbank AG $7,500,000
----------------------------------------------------------------------------
Whitney National Bank $7,500,000
----------------------------------------------------------------------------
Natexis Banques Populaires $3,375,000
----------------------------------------------------------------------------
Total: $75,000,000
----------------------------------------------------------------------------
schedule II
to
Pooled Assignment
and First Amendment
LENDER ADDRESSES
Nordea Bank Finland Plc, New York Branch
437 Madison Avenue, 21st Floor
New York, NY 10022
USA
Attention: Ronny Bj0rnadal
Telephone: (212) 318-9632
Facsimile: (212) 421-4420
Credit Agricole Indosuez
9 Quai du President Paul Doumer
92920 Paris La Defence Cedex
France
Attention: Jean-Yves Gueritaud
Telephone: +33 141 89 00 00
Facsimile: +33 141 89 29 87
with notices to:
Credit Agricole Indosuez
Representative Office Norway
Rusel0kkveien 6
P.O. Box 1675 Vika
0120 Oslo
Norway
Attention: Jonas Gunstad
Telephone: +47 22 01 06 54
Facsimile: +47 22 01 06 51
Fortis Capital Corp.
Three Stamford Plaza
301 Tresser Boulevard
Stamford, CT 06901-3239
USA
Attention: Chr. Tobias Backer
Telephone: (203) 705-5787
Facsimile: (203) 705-5890
HSH Nordbank AG
Gerhart-Hauptmann-Platz 50
20095 Hamburg
Germany
Attention: Uta Urbaniak
Telephone: +49 40 3333 1769
Facsimile: +49 40 3333 3048
DVB Bank AG
609 Fifth Avenue, 5th Fl.
New York, NY 10017
Attention: Mr. J. Gorm Eikemo
Telephone: (212) 572-3044
Facsimile: (212) 588-0424
Skandinaviska Enskilda Banken AB (publ)
P.O. Box 1843 Vika
No-0123 Oslo, Norway
Attention: Mr. Roger Amillom
Telephone: +47 22 82 6719
Facsimile: +47 22 82 7104
Vereins-und Westbank AG
22, Alter Wall
D-20457, Hamburg, Germany
Attention: Ms.Birgit Marquart
Telephone: +49 40 3692 2238
Facsimile: +49 40 3692 3894
Whitney National Bank
P.O. Box 61260
New Orleans, LA 70161
Attention: Mr. Harry S. Stahel
Telephone: (504) 586-7206
Facsimile: (504) 586-3409
Natexis Banques Populaires
333 Clay, Suite 4340
Houston, TX 77002
Attention: Mr. Timothy L. Polvado
Telephone: (713) 571-8739
Facsimile: (713) 571-6167
EXHIBIT 99.2
FORM OF SECOND AMENDMENT AND AGREEMENT
SECOND AMENDMENT AND AGREEMENT (this "Amendment"), dated as of June 27,
2003, 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 to the Credit Agreement (as defined herein), and NORDEA BANK
FINLAND PLC, NEW YORK BRANCH, a national banking association organized under the
laws of the Republic of Finland, as Administrative Agent (in such capacity, the
"Administrative Agent"). All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided such terms in the
Credit Agreement.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Parent, the Borrower, the Lenders and the Administrative Agent
are parties to a Credit Agreement, dated as of April 1, 2003 (as amended,
modified or supplemented from time to time, the "Credit Agreement");
WHEREAS, the Borrower has requested the Lenders to amend, and the Lenders
have agreed to amend, certain provisions of the Credit Agreement on the terms
and conditions set forth herein; and
WHEREAS, the parties hereto wish to amend the Credit Agreement on the terms
and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. The Total Revolving Loan Commitment is hereby increased from $75,000,000
to $100,000,000, and the Revolving Loan Commitment of each RL Lender is hereby
increased in accordance with Schedule I hereto; it being understood and agreed,
however, that (i) no RL Lender's Revolving Loan Commitment shall be increased in
accordance with Schedule I unless such RL Lender has indicated its consent
through the execution of a counterpart of this Amendment, (ii) all such
increases shall be effective on the Second Amendment Effective Date (as defined
below), (iii) promptly after any Lender's Revolving Loan Commitment is so
increased, the Borrower shall deliver to such Bank, upon the surrender of such
Lender's existing Revolving Note, a replacement Revolving Note in the amount of
such Lender's Revolving Loan Commitment after giving effect to any increase
thereof and (iv) Schedule I to the Credit Agreement is hereby deleted in its
entirety and replaced with the revised Schedule I attached hereto; provided
further that, notwithstanding anything to the contrary contained in the Credit
Agreement, in connection with the increases to the Total Revolving Loan
Commitment and the Revolving Loan Commitments, as the case may be, pursuant to
this Section 1, the Borrower shall, in coordination with the Administrative
Agent and the Lenders, repay outstanding Revolving Loans of certain Lenders and,
if necessary, incur additional Revolving Loans from other Lenders, in each case
so that the Lenders participate in each Borrowing of Revolving Loans pro rata
based on their respective Revolving Loan Commitments (after giving effect to
this Amendment).
2. The table appearing in Section 9.07 of the Credit Agreement is hereby
deleted in its entirety and the following new table inserted in lieu thereof:
"Relevant Period Ratio
--------------- -----
From the Initial Borrowing Date through and including
March 30, 2004 5.75:1.00
From March 31, 2004 through and including June 29, 2004 4.75:1.00
From June 30, 2004 through and including December 30,
2004 4.00:1.00
Thereafter 3.00:1.00".
3. The definition of "Applicable Margin" appearing in Section 11.01 of the
Credit Agreement is hereby deleted in its entirety and the following new
definition is inserted in lieu thereof:
"Applicable Margin" shall mean (I) prior to the Second Amendment Effective
Date, 2.25% and (II) for any Margin Reduction Period commencing on and after the
Second Amendment Effective Date, from and after any Start Date to and including
the corresponding End Date, the respective percentage per annum set forth below
opposite the respective Level (i.e., Level 6, Level 5, Level 4, Level 3, Level 2
or Level 1, as the case may be) indicated to have been achieved on the
applicable Test Date for such Start Date (as shown in the respective officer's
certificate delivered pursuant to Section 8.01(g) or the first proviso below):
Level Leverage Ratio Percentage
----- -------------- ----------
6 Greater than 5.00:1.00 2.75%
5 Greater than 4.00:1.00 2.50%
but less than or equal
to 5.00:1.00
4 Greater than 3.00:1.00 2.25%
but less than or equal
to 4.00:1.00
3 Greater than 2.00:1.00 2.00%
but less than or equal
to 3.00:1.00
2 Greater than 1.00:1.00 1.75%
but less than or equal
to 2.00:1.00
1 Less than or equal to 1.50%
1.00:1.00
; provided, however, that if the Parent fails to deliver the financial
statements required to be delivered pursuant to Section 8.01(a) or (b)
(accompanied by the officer's certificate required to be delivered pursuant to
Section 8.01(g)) showing the applicable Leverage Ratio on the relevant Test Date
on or prior to the respective date required by such Sections, the greater of (x)
Level 4 pricing and (y) the pricing in effect at such time if greater than Level
4 pricing, shall apply until such time, if any, as the financial statements
required as set forth above and the accompanying officer's certificate have been
delivered showing the pricing for the respective Margin Reduction Period is at a
Level below Level 4 or below the pricing at such time if greater than Level 4,
as the case may be (it being understood that, in the case of any late delivery
of the financial statements and officer's certificate as so required, any
reduction in the Applicable Margin shall apply only from and after the date of
the delivery of the complying financial statements and officer's certificate);
provided further, that (i) the greater of (x) Level 4 pricing and (y) the
pricing in effect at such time if greater than Level 4 pricing, shall apply at
all times when any Default or Event of Default is in existence and (ii) Level 6
pricing shall apply for the period from the Second Amendment Effective Date to
the date of the delivery of the Parent's financial statements (and related
officer's certificate) in respect of its fiscal quarter ending on June 30,
2003."
4. The definition of "Margin Reduction Period" appearing in Section 11.01
of the Credit Agreement is hereby amended by deleting the text "March 31, 2003"
appearing therein and inserting the text "June 30, 2003" in lieu thereof.
5. The definition of "Material Subsidiary" appearing in Section 11.01 of
the Credit Agreement is hereby amended by inserting the text "of the Parent"
immediately after the text "interest in any Subsidiary" appearing in said
definition.
6. Section 11.01 of the Credit Agreement is hereby further amended by
inserting in the appropriate alphabetical order the following new definitions:
"Second Amendment" shall mean the Second Amendment and Agreement to this
Credit Agreement, dated as of June 27, 2003.
"Second Amendment Effective Date" shall have the meaning provided in the
Second Amendment.
7. For the avoidance of doubt, each Credit Party hereby acknowledges and
confirms its due authorization, execution and delivery of all Credit Documents
to which it is a party, including all instruments, financing statements,
agreements, certificates and documents executed and delivered in connection
therewith, and hereby ratifies all actions heretofore taken in connection
therewith.
8. Each Credit Party, by its execution (or acknowledgment, as the case may
be) and delivery of this Amendment, hereby consents to the increases to the
Total Revolving Loan Commitment and the Revolving Loan Commitments set forth in
Section 1 of the Amendment. Each Credit Party further acknowledges and agrees
that, both before and after giving effect to this Amendment and the
aforementioned increases to the Total Revolving Loan Commitment and the
Revolving Loan Commitments, all Revolving Loans and other Obligations shall be
fully entitled to all benefits of, and shall be fully guaranteed and secured
pursuant to and in accordance with the terms of, each of the Credit Documents,
as applicable.
9. In order to induce the Lenders to enter into this Amendment, the Parent
and the Borrower hereby represent and warrant that (i) the representations and
warranties contained in Section 7 of the Credit Agreement are true and correct
in all material respects on and as of the Second Amendment Effective Date, both
before and after giving effect to this Amendment (it being understood and agreed
that any representation or warranty which by its terms is made as of a specified
date shall be required to be true and correct in all material respects only as
of such specified date), and (ii) there exists no Default or Event of Default on
the Second Amendment Effective Date, both before and after giving effect to this
Amendment.
10. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
11. This 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.
12. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
13. This Amendment shall become effective (the "Second Amendment Effective
Date") on the date when:
(i) the Parent, the Borrower, each other Credit Party, the Required Lenders
and each RL Lender shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at the Notice Office;
(ii) each Credit Party shall have delivered to the Administrative Agent an
officers' certificate (which shall include, without limitation, as an attachment
thereto, resolutions (or equivalent document) with respect to the matters set
forth in this Amendment) in form and substance reasonably satisfactory to the
Administrative Agent and dated the Second Amendment Effective Date;
(iii) the Administrative Agent shall have received a solvency certificate,
in form and substance reasonably satisfactory to the Administrative Agent, from
the chief financial officer of the Borrower, dated the Second Amendment
Effective Date setting forth the conclusion that, after giving effect to the
Indebtedness incurred or to be incurred by the Borrower and its Subsidiaries
under the Credit Documents and all other financings contemplated thereby on or
after the Second Amendment Effective Date (including, without limitation, the
increase of the Total Revolving Loan Commitment referred to in Section 1 of this
Amendment), each of the Parent and the Borrower, on an individual basis, the
Parent and its Subsidiaries, taken as a whole, and the Borrower and its
Subsidiaries, taken as a whole, are not insolvent and will not be rendered
insolvent by the indebtedness incurred or to be incurred in connection
therewith, will not be left with unreasonably small capital with which to engage
in their respective businesses and will not have incurred debts beyond their
ability to pay such debts as they mature;
(iv) the Borrower shall have (x) received all governmental and third party
consents and approvals necessary or advisable in connection with this Amendment
and the other transactions contemplated hereby and (y) made with the appropriate
governmental or public body or authority, all registrations, filings and/or
recordings (or amendments to existing registrations, filings and/or recordings)
necessary or, in the reasonable opinion of the Administrative Agent, desirable
to be made in connection with this Amendment and the other transactions
contemplated hereby (in each case) and shall have delivered copies of same to
the Administrative Agent;
(v) the Borrower shall have taken all actions (including, without
limitation, amendments or other modifications to the existing (and/or execution
and delivery of new) Guaranties, Collateral Rig Mortgages and other Security
Documents) necessary or, in the reasonable opinion of the Collateral Agent,
desirable such that the Guaranties continue to exist for the benefit of the
Guaranteed Creditors, and the Liens and security interests in the Collateral
granted by the Credit Parties to the Collateral Agent for the benefit of the
Secured Creditors (as defined in the respective Security Document) continue to
exist and are fully perfected to the same extent as immediately prior to the
Second Amendment Effective Date;
(vi) the Administrative Agent shall have received from Strasburger & Price,
LLP, counsel to the Credit Parties, and such foreign counsel to the
Administrative Agent as the Administrative Agent may request, opinions addressed
to the Administrative Agent and each of the Lenders, and dated the Second
Amendment Effective Date, each of which opinions shall be in form and substance
reasonably satisfactory to the Administrative Agent, and cover such matters
incident to the Second Amendment and the other transactions contemplated thereby
and as the Administrative Agent may reasonably request;
(vii) the Borrower shall have paid to the Administrative Agent all other
fees, costs and expenses (including, without limitation, legal fees and
expenses) payable to the Administrative Agent to the extent then due.
14. From and after the Second Amendment Effective Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended, modified or
supplemented hereby.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.
Address:
15835 Park Ten Place Drive ATWOOD OCEANICS, INC.,
Houston, Texas 77084 as Parent and Guarantor
Attention: James M. Holland
Tel. No.: (281) 749-7800 Fax No.: (281) 492-0345
By: /s/ Jim Holland
Name: Jim Holland
Title: Senior Vice President
332A-11C, 11th Floor ATWOOD OCEANICS PACIFIC LIMITED,
Plaza Ampang City as Borrower
50450 Kuala Lumpur Malaysia
Attention: Michael A. Cardenas
Tel. No.: 011 60 34256 9590
Fax No.: 011 60 34256 8653 By: /s/ Michael A. Cardenas
Name: Michael A. Cardenas
Title: Vice President,
Treasurer &
Director
NORDEA BANK FINLAND PLC,
NEW YORK BRANCH, Individually, as Issuing Lender
and as Administrative Agent
By: /s/ Martin Lunder
Name: Martin Lunder
Title: Senior Vice-President
By: /s/ Ronny Bjornadal
Name: Ronny Bjornadal
Title: Senior Vice-President
SCHEDULE I
COMMITMENTS
Revolving Loan
Lender Commitment
------ ----------
Nordea Bank Finland Plc,
New York Branch $19,500,000
Credit Agricole Indosuez $12,000,000
Fortis Capital Corp. $12,000,000
HSH Nordbank AG $12,000,000
DVB Bank AG $10,000,000
Skandinaviska Enskilda Banken AB (publ) $10,000,000
Vereins- und Westbank AG $10,000,000
Whitney National Bank $10,000,000
Natexis Banques Populaires $4,500,000
Totals $100,000,000.00
================