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FIRST AMENDMENT TO
CREDIT AGREEMENT
This First Amendment to Credit Agreement (this "Amendment")
dated effective as of May 21, 1997 is among MARINE DRILLING COMPANIES, INC., a
Texas corporation (the "Borrower"), the banks named on the signature pages
hereto (together with their respective successors and assigns in such capacity,
the "Banks"), BANKERS TRUST COMPANY, as agent for the Banks (together with its
successors and assigns in such capacity, the "Agent") and CHRISTIANIA BANK OG
KREDITKASSE, NEW YORK BRANCH, as co-agent for the Banks (together with its
successors and assigns in such capacity, the "Co-Agent").
PRELIMINARY STATEMENT
A. The Borrower and the Bank Group have entered into
that certain Credit Agreement dated as of March 7, 1997 (the "Credit
Agreement").
B. The Borrower and the Bank Group desire to amend the
Credit Agreement as set forth herein.
NOW THEREFORE, in consideration of the foregoing and the
mutual agreements set forth herein, the parties agree as follows:
Section 1. Definitions. Unless otherwise defined in this
Amendment, each capitalized term used in this Amendment has the meaning
assigned to such term in the Credit Agreement.
Section 2. Amendments. The Credit Agreement is hereby amended
as follows:
a. The second sentence of Section 2.03(a) of the Credit Agreement
is hereby amended in its entirety to read as follows:
"Each such request for a Letter of Credit (a "Letter of Credit
Request") made by the Borrower shall be in substantially the form of
Exhibit 2.03 hereto and shall specify the Business Day on which such
Letter of Credit is to be issued, the beneficiary of such Letter of
Credit, the amount of such Letter of Credit, the draw conditions
applicable thereto and shall provide for an expiry date which is not
later than the earlier of (i) three years from the issuance date or
(ii) December 31, 2000."
b. Section 5.01(j) of the Credit Agreement is hereby amended in
its entirety to read as follows:
"On or before the twenty-fifth (25th) day of each calendar
month, a report detailing (i) the then current location of each of the
offshore drilling rigs and other vessels owned or leased by the
Borrower and its Subsidiaries, and the then current term of and
parties to any
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contract of any such vessels and (ii) for the previous calendar month,
the average day rates and utilization for each such rig or vessel."
c. Section 6.10 of the Credit Agreement is hereby amended by
deleting the word "and" at the end of subclause (h), replacing the period at
the end of subclause (i) with a semicolon, adding the word "and" at the end of
subclause (i), and adding the following subclause (j) at the end of Section
6.10:
"(j) the acquisition by the Borrower of 93.7% of the
capital stock of Deep Sea ASA, a Norwegian corporation ("Deep Sea"),
for a price of approximately $1.59/share; and the acquisition by the
Borrower of all remaining capital stock of Deep Sea for an aggregate
price not greater than $4,000,000."
Section 3. Ratification. The Borrower hereby ratifies and
confirms all of the Obligations under the Credit Agreement (as amended hereby)
and the other Loan Documents and the Liens created under the Security
Documents. All references in the Loan Documents to the "Credit Agreement"
shall mean the Credit Agreement as amended hereby and as the same may be
amended, supplemented, restated or otherwise modified and in effect from time
to time in the future.
Section 4. Effectiveness. This Amendment shall become
effective upon the execution of this Amendment by all parties hereto. This
Amendment may be executed in separate counterparts, all of which constitute one
and the same instrument.
Section 5. Representations and Warranties. The Borrower
hereby represents and warrants to the Bank Group that (a) the execution,
delivery and performance of this Amendment has been duly authorized by all
requisite corporate action on the part of the Borrower, (b) each of the Credit
Agreement (as amended hereby) and the other Loan Documents to which it is a
party constitutes a valid and legally binding agreement enforceable against the
Borrower in accordance with its terms except, as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws relating to or affecting the enforcement of
creditors' rights generally and by general principles of equity, (c) the
representations and warranties by the Borrower contained in the Credit
Agreement (as amended hereby) and in the other Loan Documents are true and
correct on and as of the date hereof in all material respects as though made as
of the date hereof, unless otherwise limited to an earlier date, (d) no Default
or Event of Default exists under the Credit Agreement (as amended hereby) or
any of the other Loan Documents.
Section 6. Choice of Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York.
Section 7. Final Agreement. THE CREDIT AGREEMENT (AS AMENDED
HEREBY) AND THE OTHER LOAN DOCUMENTS REPRESENT 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 ORAL AGREEMENTS
BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective duly authorized
representatives as of the date first above written.
MARINE DRILLING COMPANIES, INC.
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Executive Vice President and Chief Financial Officer
BANKERS TRUST COMPANY,
as Agent and Bank
By: /s/ XXXX XX XXXXX
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Name: Xxxx Xx Xxxxx
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Title: Assistant Vice President
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CHRISTIANIA BANK OG KREDITKASSE, NEW YORK BRANCH,
as Co-Agent and Bank
By: /s/ HANS CHR. KJELSRUD
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Name: Hans Chr. Kjelsrud
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Title: First Vice President
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By: /s/ XXXXXX X. XXXXXXX, III
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Name: Xxxxxx X. XxXxxxx, III
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Title: Vice President
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BANQUE INDOSUEZ S.A.
By: /s/ XXXX-XXXXXX XXXXXXX
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Name: Xxxx-Xxxxxx Xxxxxxx
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Title: Vice President
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SKANDINAVISKA ENSKILDA XXXXXX XX
(PUBL.)
By: /s/ XXXXX XXXX
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Name: Xxxxx Xxxx
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Title: Managing Director
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By: /s/ PER X. XXXXXXX
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Name: Per X. Xxxxxxx
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Title: Head of Administration
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NEDERLANDSE
SCHEEPSHYPOTHEEKBANK N.V.
By: /s/ XXXX X. XXXXXXX, XX.
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Name: Xxxx X. Xxxxxxx, Xx.
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Title: Attorney-In-Fact
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The foregoing First Amendment to Credit Agreement is hereby
acknowledged and agreed to effective as of this 21st day of May, 1997.
MARINE DRILLING MANAGEMENT COMPANY
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
President
MARINE 300 SERIES, INC.
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
President
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