Amendment No. 1 to First Amended and Restated Credit Agreement among Global Industries, Ltd., Global Offshore Mexico, S. de R.L. de C.V., and Lenders
Summary
This amendment updates the terms of a credit agreement between Global Industries, Ltd., Global Offshore Mexico, S. de R.L. de C.V., several lenders, and Bank One, NA as administrative agent. The changes include revised financial covenants such as leverage ratios, minimum net worth, fixed charge coverage ratios, and capital expenditure limits. The amendment becomes effective once all parties sign and certain conditions are met. Guarantors acknowledge and consent to the changes, reaffirming their obligations. The agreement is governed by New York law and does not waive any lender rights under the original documents.
EX-10.34 2 exhib10-34.txt AMENDMENT NO. 1 This Amendment No. 1 dated as of November 30, 2001 ("Agreement") is among Global Industries, Ltd., a Louisiana corporation ("Company"), and Global Offshore Mexico, S. de. R.L. de C.V. ("Mexican Borrower"; which, with the Company, are referred to as the "Borrowers"); the Lenders (as defined below) executing this Agreement; and Bank One, NA, as administrative agent for the Lenders ("Administrative Agent"). INTRODUCTION A. The Borrowers, the Lenders, and the Administrative Agent are parties to the First Amended and Restated Credit Agreement dated as of August 7, 2001 (as amended and restated, the "Credit Agreement"). B. The Borrowers, the Lenders, and the Administrative Agent desire to amend the Credit Agreement in certain respects as set forth herein. THEREFORE, the Borrowers, the Lenders, and the Administrative Agent hereby agree as follows: Section 1. Definitions; References. Unless otherwise defined in this Agreement, terms used in this Agreement which are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement. Section 2. Amendments. The Credit Agreement is amended as follows: (a) The definition of Issuing Bank in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows: "Issuing Bank" means Bank One, any Lender, and any successor issuing bank pursuant to Section 8.12. (b) The Leverage Ratio covenant in Section 6.10 of the Credit Agreement is amended in its entirety to read as follows: Section 6.10 Leverage Ratio. The Company will not permit its Leverage Ratio at the end of any fiscal quarter to be greater than the levels indicated below for the corresponding periods: Period Ratio Effective Date through September 30, 2001 3.50 to 1.00 October 1, 2001 through December 31, 2001 2.95 to 1.00 January 1, 2002 through March 31, 2002 2.95 to 1.00 April 1, 2002 through June 30, 2002 2.25 to 1.00 July 1, 2002 through September 30, 2002 2.00 to 1.00 October 1, 2002 through December 31, 2002 1.75 to 1.00 January 1, 2003 and thereafter 1.75 to 1.00 (c) The Minimum Net Worth covenant in Section 6.11 is amended by replacing "December 31, 2001" in subsections (a) and (b) with "June 30, 2002". (d) The Minimum Fixed Charge Coverage Ratio covenant in Section 6.12 is amended in its entirety to read as follows: Section 6.12. Minimum Fixed Charge Coverage Ratio. The Company will not permit the Fixed Charge Coverage Ratio at the end of any fiscal quarter to be less than the following ratios during the following periods: Period Ratio Effective Date through September 30, 2001 1.00 to 1.00 October 1, 2001 through December 31, 2001 1.10 to 1.00 January 1, 2002 through March 31, 2002 1.25 to 1.00 April 1, 2002 through June 30, 2002 1.30 to 1.00 July 1, 2002 through September 30, 2002 1.35 to 1.00 October 1, 2002 through December 31, 2002 1.40 to 1.00 January 1, 2003 and thereafter 1.40 to 1.00 (e) The Capital Expenditures covenant in Section 6.13 is amended in its entirety to read as follows: Section 6.13. Capital Expenditures. The Company will not permit its consolidated Capital Expenditures to exceed the following amount during the following calendar years: Calendar Year Maximum Amount 2000 $50,000,000.00 2001 $60,000,000.00 2002 $35,000,000.00 2003 $40,000,000.00 2004 $45,000,000.00 Section 3. Representations and Warranties. The Borrowers represent and warrant to the Administrative Agent and the Lenders that: (a) the representations and warranties set forth in the Credit Agreement are true and correct in all material respects as of the date of this Agreement, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date; (b) (i) the execution, delivery, and performance of this Agreement have been duly authorized by appropriate proceedings, and (ii) this Agreement constitutes a legal, valid, and binding obligation of the Borrowers, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; and (c) as of the effectiveness of this Agreement, no Default or Event of Default has occurred and is continuing. Section 4. Effectiveness. This Agreement shall become effective and the Credit Agreement shall be amended as provided in this Agreement upon the occurrence of the following conditions precedent: (a) the Borrowers, the Guarantors, the Administrative Agent, and the Required Lenders shall have delivered duly and validly executed originals of this Agreement to the Administrative Agent; and (b) the representations and warranties in this Agreement shall be true and correct in all material respects; and (c) Borrowers shall have paid all appropriate arrangement and amendment fees to the Administrative Agent and the Lenders. Section 5. Effect on Loan Documents. (a) Except as amended herein, the Credit Agreement and the Credit Documents remain in full force and effect as originally executed and amended heretofore. Nothing herein shall act as a waiver of any of the Administrative Agent's or Lenders' rights under the Credit Documents, as amended, including the waiver of any Event of Default or Default, however denominated. (b) This Agreement is a Credit Document for the purposes of the provisions of the other Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement may be an Event of Default or Default under other Credit Documents. Section 6. Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. Section 7. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original. EXECUTED as of the date first above written. GLOBAL INDUSTRIES, LTD. By: Name: Title: GLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.V. By: Name: Title: BANK ONE, NA, individually and as Administrative Agent By: Name: Title: BANK ONE, NA, as Issuing Bank By: Name: Title: CREDIT LYONNAIS NEW YORK BRANCH By: Name: Title: WELLS FARGO BANK TEXAS, N.A. By: Name: Title: WHITNEY NATIONAL BANK By: Name: Title: CREDIT SUISSE FIRST BOSTON By: Name: Title: By: Name: Title: HIBERNIA NATIONAL BANK By: Name: Title: THE FUJI BANK, LIMITED By: Name: Title: NATEXIS BANQUE BFCE By: Name: Title: By: Name: Title: MASSACHUSETTS MUTUAL LIFE INSURANCE By: Name: Title: TRANSAMERICA EQUIPMENT FINANCIAL SERVICES CORPORATION By: Name: Title: ACKNOWLEDGMENT AND CONSENT BY GUARANTORS Each of the undersigned Guarantors (i) acknowledges its receipt of a copy of and hereby consents to all of the terms and conditions of the foregoing Amendment No. 1 and (ii) reaffirms its obligations under the Guaranties dated as of December 30, 1999, December 31, 1999, or January 26, 2000, as applicable, in favor of Bank One, NA, as Administrative Agent. GIL HOLDINGS, L.L.C. GLOBAL INDUSTRIES OFFSHORE, L.L.C. GLOBAL PIPELINES PLUS, L.L.C. GLOBAL MOVIBLE OFFSHORE PIPELINES, L.L.C. NORMAN OFFSHORE PIPELINES, INC. GLOBAL DIVERS AND CONTRACTORS, L.L.C. SUBTEC MIDDLE EAST LTD. By: William J. Dore Chief Executive Officer GLOBAL INDUSTRIES MEXICO HOLDINGS, S. DE R.L. DE C.V. GLOBAL VESSELS MEXICO, S. DE R.L. DE C.V. GLOBAL INDUSTRIES OFFSHORE SERVICES, S. DE R.L. DE C.V. GLOBAL INDUSTRIES SERVICES, S. DE R.L. DE C.V. By: William J. Dore Chief Executive Officer By: Peter S. Atkinson President By: Russell J. Robicheaux Vice President, General Counsel GLOBAL INTERNATIONAL VESSELS, LTD. By: William J. Dore Chief Executive Officer PIPELINES, INCORPORATED By: Name: Title:
