EXHIBIT 4.3
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
----------------
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment"), dated as of
December 27, 2001, among TRANSOCEAN SEDCO FOREX INC. (formerly known as
Transocean Offshore Inc.), a Cayman Islands company (the "Borrower"), the
lenders from time to time parties hereto (each a "Lender" and collectively, the
"Lenders"), SUNTRUST BANK (formerly known as SunTrust Bank, Atlanta), a Georgia
banking corporation ("STB"), as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), ROYAL BANK OF CANADA, a bank chartered
under the laws of Canada, as syndication agent for the Lenders (in such
capacity, the "Syndication Agent"), BANK OF AMERICA, N.A., a U.S. national
banking association, as documentation agent for the Lenders (in such capacity,
the "Documentation Agent"), and BANK ONE, NA (Main Office Chicago), a U.S.
national banking association, and BNP PARIBAS, a bank chartered under the laws
of France, as senior managing agents for the Lenders (in such capacity, each a
"Senior Managing Agent" and collectively, the "Senior Managing Agents").
W I T N E S S E T H:
--------------------
WHEREAS, the Borrower, the Lenders, the Administrative Agent, the
Syndication Agent, the Documentation Agent, and the Senior Managing Agents are
parties to a certain Credit Agreement dated as of December 16, 1999 (the "Credit
Agreement");
WHEREAS, the Borrower has requested that the Credit Agreement be amended so
as to revise the definition of the term "Consolidated Net Worth" as used
therein;
WHEREAS, Lenders constituting the "Required Lenders" for purposes of the
Credit Agreement are willing to make such amendments on the terms and subject to
the conditions and requirements herein set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise expressly defined herein, capitalized
--------------
terms used in this Amendment that are defined in the Credit Agreement are used
herein with the respective meanings assigned to such capitalized terms in the
Credit Agreement.
2. Amendment to Section 1.1 ("Definitions").
--------------------------------------------
Section 1.1 of the Credit Agreement is hereby amended by deleting in its
entirety the defined term "Consolidated Net Worth" and its accompanying
definition, and substituting in lieu
thereof in appropriate alphabetical order the following defined term and
accompanying definition:
"Consolidated Net Worth" means, as of any date of determination,
consolidated shareholders equity of the Borrower and its Subsidiaries
determined in accordance with GAAP (but excluding the effect on
shareholders equity of (i) cumulative foreign exchange translation
adjustments, and (ii) any non-cash asset impairment charges taken by the
Borrower solely as a result of the application to the Borrower's financial
statements of Financial Accounting Standards Board Statement No. 142). For
purposes of this definition, SPVs shall be accounted for pursuant to the
equity method of accounting.
3. Representations and Warranties. The Borrower represents and warrants to
-------------------------------
the Lenders as follows:
(a) All representations and warranties set forth in the Credit
Agreement are true and correct in all material respects with the same effect as
though such representations and warranties have been made on and as of the date
hereof, except to the extent that any such representation or warranty relates
solely to an earlier date, in which case it shall have been true and correct in
all material respects as of such earlier date;
(b) No Default or Event of Default has occurred and is continuing on
the date hereof;
(c) Since the date of the most recent consolidated financial
statements of the Borrower submitted to the Lenders pursuant to Section 6.6 of
the Credit Agreement, there has been no change which has had or could reasonably
be expected to have a Material Adverse Effect;
(d) The Borrower has the corporate power and authority to make, deliver
and perform this Amendment and has taken any and all necessary corporate action
to authorize the execution, delivery and performance of this Amendment. No
consent or authorization of, or filing with, any Person (including, without
limitation, any governmental authority), is required in connection with the
execution, delivery or performance by the Borrower, or the validity or
enforceability against the Borrower, of this Amendment, other than such
consents, authorizations or filings which have been made or obtained; and
(e) This Amendment has been duly executed and delivered by the Borrower
and this Amendment constitutes the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms.
4. Effectiveness of Amendment. This Amendment shall become effective upon
----------------------------
(i) the execution and delivery to the Administrative Agent of counterparts
hereof (whether originals or facsimile transmissions thereof) on behalf of the
Borrower and those Lenders constituting the Required Lenders for purposes of the
Credit Agreement, and (ii) payment by the Borrower of all costs and expenses of
the Administrative Agent (including reasonable fees and expenses of its
2
counsel) incurred in respect of the preparation and execution of this Amendment.
5. References to Credit Agreement. On and after the date this Amendment
---------------------------------
becomes effective as provided in paragraph 4 above, each and every reference in
the Credit Documents to the Credit Agreement shall be deemed to refer to and
mean the Credit Agreement as amended by this Amendment. The Borrower further
confirms and agrees that (i) except as expressly amended herein, the Credit
Agreement remains in full force and effect in accordance with its terms, and
(ii) all other Credit Documents remain in full force and effect in accordance
with their respective terms.
6. Counterparts. This Amendment may be executed in any number of
------------
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
7. Miscellaneous. This Amendment and the rights and obligations of the
-------------
parties hereunder shall be construed in accordance with and be governed by the
law (without giving effect to the conflict of law principles thereof) of the
State of New York. This Amendment shall be binding on and shall inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their duly authorized officers as of the day
and year first above written.
BORROWER:
--------
TRANSOCEAN SEDCO FOREX INC.
(FORMERLY TRANSOCEAN OFFSHORE INC.),
a Cayman Islands Company
By:
--------------------------------
Name:
Title:
4
SUNTRUST BANK
(FORMERLY SUNTRUST BANK, ATLANTA)
As Administrative Agent and Lender
By:
--------------------------------
Name:
Title:
5
RBC FINANCE B.V.,
As Lender
By:
--------------------------------
Name:
Title:
6
BANK OF AMERICA, N.A.,
As Documentation Agent and Lender
By:
--------------------------------
Name:
Title:
7
BANK ONE, N.A.
(MAIN OFFICE CHICAGO),
As Senior Managing Agent and Lender
By:
--------------------------------
Name:
Title:
8
BNP PARIBAS,
As Senior Managing Agent and Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
0
XXX XXXX XX XXX XXXX,
As Lender
By:
--------------------------------
Name:
Title:
10
DEN NORSKE BANK ASA,
As Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
11
THE ROYAL BANK OF SCOTLAND PLC,
As Lender
By:
--------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
12
XXXXX FARGO BANK (TEXAS),
NATIONAL ASSOCIATION,
As Lender
By:
--------------------------------
Name:
Title:
13
THE BANK OF TOKYO-MITSUBISHI, LTD.
As Lender
By:
--------------------------------
Name:
Title:
14
NEDSHIP BANK (AMERICA), N.V.,
As Lender
By:
--------------------------------
Name:
Title:
15
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, As Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
16
BANK POLSKA KASA OPIEKI SA, As Lender
By:
--------------------------------
Name:
Title:
17
