Amendment No. 1 to Credit Agreement among Transocean Sedco Forex Inc. and Lenders

Summary

This amendment updates the Credit Agreement originally dated December 16, 1999, between Transocean Sedco Forex Inc. and a group of lenders, including SunTrust Bank, Royal Bank of Canada, Bank of America, Bank One, BNP Paribas, and others. The amendment revises the definition of "Consolidated Net Worth" and confirms that all other terms of the original agreement remain in effect. The amendment becomes effective once signed by the required parties and upon payment of related administrative costs. It is governed by New York law and binds all successors and assigns.

EX-4.3 5 doc8.txt 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: 9 THE BANK OF NEW YORK, 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: Scott Barton Title: Senior Vice President 12 WELLS 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