FIRST AMENDMENT AGREEMENT
Exhibit 10.1
This First Amendment Agreement dated as of May 10, 2005 (this “Amendment”) is among
(i) Pride Offshore, Inc., a Delaware corporation (the “Borrower”), (ii) the Revolving
Lenders and Term Lenders (collectively, together with the Swingline Lenders, the “Lenders”)
that are parties to the Credit Agreement dated as of July 7, 2004 (the “Credit Agreement”)
among the Borrower, the guarantors party thereto, the Revolving Lenders, the Term Lenders, Citicorp
North America, Inc., as administrative agent (the “Administrative Agent”) under the Credit
Agreement, Calyon New York Branch and Natexis Banques Populaires, as issuers of letters of credit
under the Credit Agreement (the “Issuing Banks”), and Calyon New York Branch and Natexis
Banques Populaires, as swingline lenders under the Credit Agreement (the “Swingline
Lenders”), (iii) the Administrative Agent, (iv) the Issuing Banks, and (v) the Swingline
Lenders. In consideration of the mutual promises contained herein, the Borrower, the Lenders, the
Administrative Agent and the Issuing Banks agree as set forth herein.
Section 1. Amendments to Credit Agreement. The Credit Agreement is hereby
amended as follows:
Section 1.1. Section 1.01. Section 1.01 of the Credit Agreement is hereby
amended by adding thereto a new definition of “Redeemable Stock” reading as follows:
“Redeemable Stock” means, with respect to any Person, any Equity
Interest that by its terms or otherwise is required to be redeemed, or is redeemable
at the option of the holder thereof, at a fixed or determinable date or dates prior
to or on July 31, 2011, or is exchangeable into Debt of such Person or any of its
subsidiaries.
Section 1.2. Section 5.02. Section 5.02(m) of the Credit Agreement is
hereby amended in its entirety to read as follows:
(m) Distributions. Directly or indirectly, declare, pay or make any
Distribution, or permit any Subsidiary to declare, pay or make any Distribution,
except (i) any Subsidiary (other than the Borrower) may declare and make
Distributions ratably to the holders of its Equity Interests, and (ii) if no Event
of Default exists or would result therefrom, (a) the Borrower may make Distributions
to the Parent; and (b) the Parent may repurchase or redeem any of its Equity
Interest; provided that such repurchase or redemption is made by exchange for the
Parent’s Equity Interest (other than Redeemable Stock) or out of the net cash
proceeds from the substantially concurrent issuance or sale (other than to a
Subsidiary) of the Parent’s Equity Interest (other than Redeemable Stock).
Section 2. Miscellaneous.
Section 2.1. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to its conflicts of
law rules (other than Section 5-1401 of the New York General Obligations Law).
Section 2.2. Preservation. The Credit Agreement, as specifically modified by
the terms of this Amendment, and each other Credit Document, remains in full force and effect.
Capitalized terms used herein that are not defined herein and are defined in the Credit Agreement,
as amended hereby, are used herein as defined in the Credit Agreement, as amended hereby.
Section 2.3. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement.
Section 2.4. Representations and Warranties. The Borrower hereby represents
and warrants to the Administrative Agent, the Issuing Banks and the Lenders that (i) the execution,
delivery and performance by the Borrower of this Amendment and the performance of the Credit
Agreement, as amended hereby, by the Borrower are within the Parent’s and the Borrower’s corporate
powers, have been duly authorized by all necessary corporate action of the Parent and the Borrower,
require, in respect of the Borrower, no material authorization, approval or other action by, or
notice to or filing with, any governmental authority or regulatory body, do not contravene (A) the
Parent’s or the Borrower’s certificate of incorporation or by-laws, or (B) any law applicable to
the Borrower, and will not result in the creation or imposition of any Lien prohibited by the
Credit Agreement on any asset of the Parent or of any Subsidiary, (ii) this Amendment has been duly
executed and delivered by the Borrower, (iii) this Amendment and the Credit Agreement, as amended
hereby, constitute legal, valid and binding obligations of the Borrower enforceable against the
Borrower in accordance with their respective terms, except as such enforceability may be limited by
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors’ rights generally and by general principles of equity, (iv) the representations
and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on
and as of the date hereof as though made on and as of the date hereof, and the representations and
warranties contained in any other Credit Document are correct in all material respects on and as of
the date hereof as though made on and as of the date hereof (other than those representations and
warranties that expressly relate solely to a specific earlier date and that remain correct as of
such earlier date), and (v) no event has occurred and is continuing, or would result from this
Amendment, which constitutes a Default or an Event of Default.
Section 2.5. Lender Credit Decision. Each of the Lenders and Issuing Banks
acknowledges that it has, independently and without reliance upon the Administrative Agent, any
Issuing Bank or any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Amendment and to agree to
the various matters set forth herein. Each of the Lenders and Issuing Banks also acknowledges that
it will, independently and without reliance upon the Administrative Agent, any Issuing Bank 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 any action under the Credit
Agreement as amended hereby.
Section 2.6. Effectiveness. Following the execution of this Amendment by the
Majority Lenders and the Borrower, this Amendment will be effective as of the date first above
written. Delivery of an executed signature page to this Amendment by telecopier shall be as
effective as delivery of a manually executed counterpart of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.
BORROWER: PRIDE OFFSHORE, INC. |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President and Treasurer |
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AGENT: CITICORP NORTH AMERICA, INC., as Administrative Agent |
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By: | /s/ Illegible | |||
Authorized Officer | ||||
ISSUING BANKS AND SWINGLINE LENDERS: CALYON NEW YORK BRANCH, as an Issuing Bank and as a Swingline Lender |
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By: | /s/ Phillipe Soustra | |||
Authorized Officer | ||||
By: | /s/ Attica Coach | |||
Authorized Officer | ||||
NATEXIS BANQUES POPULAIRES, as an Issuing Bank and as a Swingline Lender |
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By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Authorized Officer | ||||
By: | /s/ Xxxxx X. Xxxxxxx, III | |||
Authorized Officer |
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OTHER LENDERS: CITICORP NORTH AMERICA, INC. |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Authorized Officer | ||||
NATEXIS BANQUES POPULAIRES |
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By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Authorized Officer | ||||
By: | /s/ Xxxxxx X. x’Xxxxxx | |||
Authorized Officer | ||||
BANK OF AMERICA, N.A. |
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By: | /s/ Xxxxxx Xxx | |||
Authorized Officer | ||||
NORDEA |
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By: | /s/ Xxxx Xxxxx | |||
Authorized Officer | ||||
By: | /s/ Xxxxxx X. Xxxxxx | |||
Authorized Officer | ||||
DEUTSCHE BANK TRUST COMPANY AMERICAS |
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By: | /s/ Xxxxx X. Xxxxx | |||
Authorized Officer | ||||
By: | /s/ Xxxxxx Xxxxxxxxx | |||
Authorized Officer | ||||
CALYON NEW YORK BRANCH |
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By: | /s/ Phillipe Soustra | |||
Authorized Officer | ||||
By: | /s/ Attica Coach | |||
Authorized Officer | ||||
BNP PARIBAS |
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By: | /s/ Illegible | |||
Authorized Officer | ||||
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SUMITOMO MITSUI BANKING CORPORATION |
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By: | /s/ Xxxxxxx X. Xxxx | |||
Authorized Officer | ||||
SEB |
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By: | /s/ Bard Braekke | |||
Authorized Officer | ||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Authorized Officer | ||||
DnB NOR BANK ASA |
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By: | /s/ Xxxxxxx Xxxxxxxxx | |||
Authorized Officer | ||||
By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Authorized Officer | ||||
HSH NORDBANK AG |
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By: | /s/ Urbanlak | |||
Authorized Officer | ||||
By: | /s/ Xxx Xxxxxxxxxx | |||
Authorized Officer | ||||
VEREINS-UND WESTBANK AG (Bayerische
Hypo-und Vereinsbank AG) |
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By: | /s/ X. Xxxxxx | |||
Authorized Officer | ||||
By: | /s/ Xxxxxxxx | |||
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AMEGY BANK NATIONAL ASSOCIATION | ||||
(FORMERLY SOUTHWEST BANK OF TEXAS
N.A.) |
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By: | /s/ Xxxxxx Xxxxxx | |||
Authorized Officer | ||||
BABSON CLO LTD. 2004-I | ||||
BABSON CLO LTD. 2004-II | ||||
SUFFIELD CLO, LIMITED | ||||
XXXXX CLO LTD. 2000-I | ||||
By: | Babson Capital Management LLC | |||
as Collateral Manager | ||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||
Authorized Officer | ||||
C.M. LIFE INSURANCE COMPANY | ||||
By: | Babson Capital Management LLC | |||
as Investment Sub-Adviser | ||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||
Authorized Officer | ||||
MAPLEWOOD (CAYMAN) LIMITED | ||||
By: | Babson Capital Management LLC | |||
as Investment Manager | ||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||
Authorized Officer | ||||
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY |
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By: | Babson Capital Management LLC | |||
as Investment Adviser | ||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||
Authorized Officer | ||||
LOAN FUNDING VIII LLC | ||||
By: | Babson Capital Management LLC | |||
as Portfolio Manager | ||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||
Authorized Officer | ||||
PHOENIX FUNDING LIMITED | ||||
By: | Babson Capital Management LLC | |||
as Financial Sub-Agent | ||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||
Authorized Officer | ||||
SIMSBURY CLO, LIMITED | ||||
By: | Babson Capital Management LLC under | |||
delegated authority from Massachusetts | ||||
Mutual Life Insurance Company as | ||||
Collateral Manager | ||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||
Authorized Officer | ||||
XXXX & XXXXXXX XXXXX FOUNDATION | ||||
By: | Babson Capital Management LLC | |||
as Investment Adviser | ||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||
Authorized Officer | ||||
BANQUE DE L’ECONOMIE DU COMMERCE ET DE LA MONETIQUE |
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By: | /s/ P. Battaglid | |||
Authorized Officer | ||||
By: | /s/ X. Xxxxxxxx | |||
Authorized Officer | ||||
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND |
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By: | /s/ Xxxx Harlingen | |||
Authorized Officer | ||||
BLUE SQUARE FUNDING LIMITED SERIES 3 | ||||
By: | /s/ Xxxxx X. Xxxxxx | |||
Authorized Officer | ||||
CSAM FUNDING IV | ||||
By: | /s/ Xxxxx X. Xxxxxx | |||
Authorized Officer | ||||
EMERALD ORCHARD LIMITED | ||||
By: | /s/ X. Xxxxxxxx | |||
Authorized Officer | ||||
FIDELITY ADVISOR SERIES II: FIDELITY FLOATING RATE HIGH INCOME FUND |
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By: | /s/ Xxxx Xxxxxxxx | |||
Authorized Officer | ||||
FOREST SPC LLC | ||||
By: | /s/ Xxxxxxxx X. Xxxxxxx | |||
Authorized Officer | ||||
HCM US LOANS MAC 43, LTD | ||||
By: | Highland Capital Management, L.P., | |||
as Attorney-in-Fact | ||||
By: | /s/ Xxxxx Xxxxxxxx | |||
Authorized Officer | ||||
HIGHLAND OFFSHORE PARTNERS, L.P. | ||||
By: | Highland Capital Management, L.P., | |||
as General Partner | ||||
By: | /s/ Xxxxx Xxxxxxxx | |||
Authorized Officer | ||||
XXXXXX STRAITS CLO 2004, LTD. | ||||
By: | Royal Bank of Canada as Collateral | |||
Manager | ||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Authorized Officer | ||||
KATONAH I, LTD. | ||||
By: | /s/ Xxxxx Xxxxx Xxxxx | |||
Authorized Officer | ||||
KATONAH II, LTD. | ||||
By: | Sankaty Advisors LLC, | |||
as Sub-Advisors | ||||
By: | /s/ Xxxxx X. Xxxxx | |||
Authorized Officer | ||||
KATONAH III, LTD. | ||||
By: | /s/ Xxxxx Xxxxx Xxxxx | |||
Authorized Officer | ||||
KATONAH VI, LTD. | ||||
By: | /s/ Xxxxx Xxxxx Xxxxx | |||
Authorized Officer | ||||
LCM 1 LIMITED PARTNERSHIP | ||||
By: | Lyon Capital Management LLC, | |||
As Collateral Manager | ||||
By: | /s/ Xxxxxxxxx X. Xxxxx | |||
Authorized Officer | ||||
LCM III, LTD. | ||||
By: | Lyon Capital Management LLC, | |||
As Collateral Manager | ||||
By: | /s/ Xxxxxxxxx X. Xxxxx | |||
Authorized Officer | ||||
LIGHTPOINT CLO 2004-I, LTD. | ||||
PREMIUM LOAN TRUST I, LTD. | ||||
By: | /s/ Xxxxxx X. Xxxxxx | |||
Authorized Officer | ||||
LOAN FUNDING VII LLC | ||||
By: | Highland Capital Management, L.P., | |||
as Collateral Manager | ||||
By: | /s/ Xxxxx Xxxxxxxx | |||
Authorized Officer | ||||
LOAN STAR STATE TRUST | ||||
By: | Its Investment Manager, | |||
Highland Capital Management, L.P., | ||||
By Its General Partner, Strand Advisors, Inc. | ||||
By: | /s/ Xxxxx Xxxxxxxx | |||
Authorized Officer | ||||
METLIFE BANK NATIONAL ASSOCIATION NA | ||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Authorized Officer | ||||
METROPOLITAN LIFE INSURANCE COMPANY, INC. |
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By: | /s/ Xxxxx X. Xxxxxxx | |||
Authorized Officer | ||||
PPM SHADOW CREEK FUNDING LLC | ||||
By: | /s/ Xxxxxxxx X. Xxxxxxx | |||
Authorized Officer | ||||
RESTORATION FUNDING CLO, LTD. | ||||
By: | Highland Capital Management, L.P., | |||
As General Partner | ||||
By: | /s/ Xxxxx Xxxxxxxx | |||
Authorized Officer | ||||
SUN LIFE ASSURANCE COMPANY OF CANADA (US) |
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By: | Fairlead Capital Management, Inc., | |||
as Sub-Advisor | ||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Authorized Officer |
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ACKNOWLEDGMENT AND CONSENT
To induce the Administrative Agent, the Issuing Banks and the Lenders to execute the foregoing
First Amendment Agreement, each of the undersigned Guarantors hereby (a) consents to the execution,
delivery and performance of such First Amendment Agreement, (b) agrees that (1) neither any Credit
Document executed by it nor any obligation of any of the undersigned nor any right or remedy of the
Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender with respect to any
undersigned Guarantor is released or impaired by such First Amendment Agreement, and (2) this
acknowledgment and consent shall not be construed as requiring the consent or agreement of any
undersigned Guarantor in any circumstance, and (c) ratifies and confirms all provisions of the
Credit Documents executed by it.
GUARANTORS: PRIDE INTERNATIONAL, INC. |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President — Treasury and Investor Relations | |||
MEXICO DRILLING LIMITED LLC |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President and Treasurer | |||
PRIDE CENTRAL AMERICA, LLC |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President and Treasurer | |||
PRIDE OFFSHORE INTERNATIONAL LLC |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President and Treasurer |
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PRIDE SOUTH PACIFIC LLC |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President and Treasurer | |||
PRIDE DRILLING, LLC |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President and Treasurer | |||
PRIDE NORTH AMERICA LLC |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President and Treasurer | |||
PETROLEUM SUPPLY COMPANY |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President and Treasurer | |||
PRIDE INTERNATIONAL SERVICES, INC. |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President and Treasurer | |||
PRIDE MEXICO HOLDINGS, LLC |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President and Treasurer |
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PRIDE INTERNATIONAL MANAGEMENT COMPANY |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President and Treasurer | |||
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