Amendment No. 2 to Credit Agreement among Global Industries, Ltd., Global Offshore Mexico, S. de R.L. de C.V., and Lenders

EX-10.1 2 0002.txt AMENDMENT NO. 2 This Amendment No. 2 dated as of September 18, 2000 ("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 Credit Agreement dated as of December 30, 1999, as amended by Amendment No. 1 dated as of January 26, 2000 (as so amended, 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) In Section 1.01, the definition of "Applicable Margin" is amended in its entirety to read as follows: "Applicable Margin" means, at any time with respect to each Type and Class of Advance, each category of Letter of Credit, and the Revolving Commitment fee, the percentage rate per annum as set forth below for the Level in effect at such time: Revolving Advances, Term Advances, Revolving Commitments, and Letters of Credit LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V LEVEL VI ------- -------- --------- -------- ------- -------- Eurodollar Advances and 3.00% 2.75% 2.50% 2.25% 2.00% 1.75% Letters of Credit that are Financial Letters of Credit or commercial Letters of Credit Base Rate 1.75% 1.50% 1.25% 1.00% 0.75% 0.50% Advances Revolving 0.625% 0.625% 0.50% 0.50% 0.50% 0.375% Commitment Fee Letters of 2.25% 2.00% 1.75% 1.50% 1.25% 1.00% Credit that are Performance Letters of Credit (b) In Section 1.01, the table in the definition of "Level" is amended to read as follows: Level Leverage Ratio ----------- ------------------ Level I > 4.00 Level II > 3.50 and < 4.00 - level iii > 3.00 and < 3.50 - level iv > 2.50 and < 3.00 - level v > 2.00 and < 2.50 - level vi < 2.00 - (c) in section 6.10, the covenant levels are amended in their entirety to read as follows: period ratio ----------- -------------- closing date through june 30,2000 4.50 to 1.00 july 1, 2000 through september 30, 2000 5.50 to 1.00 october 1, 2000 through december 31, 2000 5.00 to 1.00 january 1, 2001 through march 31, 2001 4.50 to 1.00 april 1, 2001 through june 30, 2001 3.25 to 1.00 july 1, 2001 and thereafter 2.75 to 1.00 (d) in section 6.12, the covenant levels are amended in their entirety to read as follows: period ratio ----------- -------------- closing date through june 30, 2000 1.15 to 1.00 july 1, 2000 through september 30, 2000 0.75 to 1.00 october 1, 2000 through december 31, 2000 0.80 to 1.00 january 1, 2001 through march 31, 2001 0.85 to 1.00 april 1, 2001 through june 30, 2001 1.10 to 1.00 july 1, 2001 and thereafter 1.25 to 1.00 (e) exhibit b (compliance certificate) to the credit agreement is amended to reflect the new covenant levels in sections 6.10 and 6.12. 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 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. 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, louisiana, national association, 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: --------------------------- hibernia national bank by: ------------------------------ name: ---------------------------- title: --------------------------- natexis banque bfce by: ------------------------------ name: ---------------------------- title: --------------------------- by: ------------------------------ name: ---------------------------- title: --------------------------- the fuji bank, limited by: ------------------------------ name: ---------------------------- title: --------------------------- massachusetts mutual life insurance company by: ------------------------------ name: ---------------------------- title: --------------------------- transamerica equipment financial services corporation. by: ------------------------------ name: ---------------------------- title: --------------------------- acknowledgement 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. 2 and (ii) reaffirms its obligations under the guaranties dated as of december 30, 1999 or december 31, 1999, 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: ------------------------------ name: ---------------------------- title: --------------------------- 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: ------------------------------ name: ---------------------------- title: --------------------------- by: ------------------------------ name: ---------------------------- title: --------------------------- by: ------------------------------ name: ---------------------------- title: --------------------------- global international vessels, ltd. by: ------------------------------ name: ---------------------------- title: ---------------------------