FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This First Amendment to Revolving Credit Agreement (this Amendment) dated as of July 26, 2019, is among NOBLE HOLDING UK LIMITED, a company incorporated under the laws of England and Wales (the Parent Guarantor), NOBLE CAYMAN LIMITED, an ordinary company incorporated under the laws of the Cayman Islands (the Company), as a Borrower, NOBLE INTERNATIONAL FINANCE COMPANY, a Cayman Islands exempted company limited by shares and a wholly-owned direct or indirect Subsidiary of the Company (NIFCO), as a Designated Borrower, the Subsidiary Guarantors signatory hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders, and the Lenders party hereto.
WHEREAS, the Parent Guarantor, the Company, NIFCO, and the Subsidiary Guarantors from time to time party thereto, the Administrative Agent and the Lenders and other parties from time to time party thereto have entered into that certain Revolving Credit Agreement dated as of December 21, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Credit Agreement).
WHEREAS, the Parent Guarantor and the Borrowers have requested, and the Lenders party hereto (which constitute Required Lenders) have agreed, to amend certain provisions of the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, to induce the Lenders party hereto to enter into this Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions. Unless otherwise defined in this Amendment, each capitalized term used in this Amendment, including the recitals hereto, has the meaning assigned to such term in the Credit Agreement as amended hereby. Unless otherwise indicated, all section references in this Amendment refer to sections of the Credit Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Amendment to Section 1.1. The following defined terms are hereby amended and restated in their entirety or added in their entirety in the appropriate alphabetical order, in each case to read as follows:
Adjusted EBITDA means, for any period, Consolidated Net Income for such period plus the following to the extent deducted from Consolidated Net Income in such period: the sum of, without duplication, (a) interest, Taxes, depreciation and amortization, (b) all other noncash charges and non-recurring expenses, (c) fees, expenses, charges, premiums or other payments in connection with (i) this Agreement, (ii) other issuances or incurrences of Indebtedness and (iii) the issuance of Equity Interests, (d) transaction expenses incurred in connection with acquisitions and dispositions permitted hereunder, regardless of whether such acquisition or disposition closes, (e) losses for the early extinguishment of