SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
SECOND AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) is entered into as of March 9, 2015 by and among Ensco plc, an English public limited company (the “Parent”), Pride International Inc., a Delaware corporation and indirect wholly-owned Subsidiary of the Parent (jointly, the “Borrowers”), the undersigned Banks party hereto, Citibank, N.A., as administrative agent (the “Administrative Agent”), and the Issuing Banks party hereto.
PRELIMINARY STATEMENTS
WHEREAS, the Borrowers, the Banks, the Administrative Agent and the Issuing Banks are parties to that certain Fourth Amended and Restated Credit Agreement dated as of May 7, 2013 (as amended by the First Amendment dated as of September 30, 2014 and as same may be further amended, restated, increased and extended, the “Credit Agreement”; capitalized terms used herein that are not defined herein and are defined in the Credit Agreement are used herein as defined in the Credit Agreement); and
WHEREAS, the Borrowers have requested that the Banks, the Administrative Agent and the Issuing Banks modify the Credit Agreement and change certain terms thereof, and the Administrative Agent, the Issuing Banks and the Banks party hereto, which are the Majority Banks, have agreed to do so subject to the terms and conditions of this Second Amendment; and
WHEREAS, the Borrowers, the Administrative Agent, the Banks, and the Issuing Banks party hereto wish to execute this Second Amendment to evidence such agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Borrowers, the Administrative Agent, the Banks, and the Issuing Banks party hereto hereby agree as follows:
Section 1. Amendment to Credit Agreement.
(a) Section 6.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
SECTION 6.01 Consolidated Debt Ratio. Permit at any time the ratio of (a) Consolidated Debt to (b) the sum of Consolidated Debt plus Consolidated Shareholders’ Equity, to be greater than 60%.
Section 2. Representations True; No Default. Each of the Borrowers represents and warrants that:
(a) this Second Amendment has been duly authorized, executed and delivered on its behalf, and the Credit Agreement, as amended by this Second Amendment, and the other Loan Documents to which it is a party, constitute the legal, valid and binding obligations of such
Borrower, enforceable against such Borrower in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity;
(b) the representations and warranties of such Borrower contained in Article IV of the Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were true and correct in all material respects as of such earlier date and (ii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and
(c) after giving effect to this Second Amendment, no Default or Event of Default under the Credit Agreement has occurred and is continuing.
Section 3. Effectiveness. This Second Amendment shall become effective as of 12:01 a.m. Eastern Standard Time on the date when the Administrative Agent (or its counsel) has received counterparts of this Second Amendment duly and validly executed and delivered by duly authorized officers of each Borrower, the Administrative Agent, and the Majority Banks.
Section 4. Miscellaneous Provisions.
(a) From and after the execution and delivery of this Second Amendment, the Credit Agreement shall be deemed to be amended and modified as herein provided, and except as so amended and modified the Credit Agreement shall continue in full force and effect.
(b) The Credit Agreement and this Second Amendment shall be read and construed as one and the same instrument.
(c) Any reference in any of the Loan Documents to the Credit Agreement shall be a reference to the Credit Agreement as amended by this Second Amendment.
(d) This Second Amendment is a Loan Document for purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of the representations, warranties, and covenants under this Second Amendment may be a Default or an Event of Default under the Loan Documents.
(e) This Second Amendment shall be construed in accordance with and governed by the laws of the State of New York.
(f) This Second Amendment may be signed in any number of counterparts and by different parties in separate counterparts and may be in original or facsimile form, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
(g) The headings herein shall be accorded no significance in interpreting this Second Amendment.
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Section 5. Binding Effect. This Second Amendment shall be binding upon and inure to the benefit of the Borrowers, the Banks, the Issuing Banks and the Administrative Agent and their respective successors and assigns, except that the Borrowers shall not have the right to assign their rights hereunder or any interest herein.
[Signature Pages Follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
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| BORROWERS: | |
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| ENSCO PLC | |
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| By: | /s/ J.W. Swent, III |
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| Name: | J.W. Swent, III |
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| Title: | Executive Vice President and Chief Financial Officer |
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| PRIDE INTERNATIONAL, INC. | |
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| By: | /s/ David A. Armour |
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| Name: | David A. Armour |
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| Title: | President |
Signature Page to Second Amendment (Ensco)
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| ADMINISTRATIVE AGENT: | |
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| CITIBANK, N.A., as Administrative Agent | |
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| By: | /s/ Maureen Maroney |
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| Name: | Maureen Maroney |
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| Title: | Vice President |
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| BANKS AND ISSUING BANKS: | |
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| CITIBANK, N.A., as a Bank and an Issuing Bank | |
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| By: | /s/ Maureen Maroney |
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| Name: | Maureen Maroney |
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| Title: | Vice President |
Signature Page to Second Amendment (Ensco)
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| DNB CAPITAL LLC, as a Bank | |
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| By: | /s/ Barbara Gronquist |
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| Name: | Barbara Gronquist |
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| Title: | Senior Vice President |
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| By: | /s/ Colleen Durkin |
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| Name: | Colleen Durkin |
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| Title: | Senior Vice President |
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| DNB BANK ASA, NEW YORK BRANCH, as an Issuing Bank | |
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| By: | /s/ Barbara Gronquist |
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| Name: | Barbara Gronquist |
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| Title: | Senior Vice President |
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| By: | /s/ Colleen Durkin |
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| Name: | Colleen Durkin |
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| Title: | Senior Vice President |
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| WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Bank and an Issuing Bank | |
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| By: | /s/ T. Alan Smith |
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| Name: | T. Alan Smith |
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| Title: | Managing Director |
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| DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank and an Issuing Bank | |
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| By: | /s/ Virginia Cosenza |
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| Name: | Virginia Cosenza |
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| Title: | Vice President |
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| By: | /s/ John S. McGill |
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| Name: | John S. McGill |
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| Title: | Director |
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| HSBC BANK USA, NA, as a Bank and an Issuing Bank | |
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| By: | /s/ Steven Smith |
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| Name: | Steven Smith |
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| Title: | Director |
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| BANK OF AMERICA, N.A., as a Bank | |
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| By: | /s/ Michael Clayborne |
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| Name: | Michael Clayborne |
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| Title: | Vice President |
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| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Bank | |
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| By: | /s/ Stephen W. Warfel |
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| Name: | Stephen W. Warfel |
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| Title: | Managing Director |
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| MIZUHO BANK, LTD., as a Bank | |
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| By: | /s/ Leon Mo |
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| Name: | Leon Mo |
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| Title: | Authorized Signatory |
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| BNP PARIBAS, as a Bank | |
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| By: | /s/ Ann Rhoads |
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| Name: | Ann Rhoads |
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| Title: | Managing Director |
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| By: | /s/ Julien Pecoud-Bouvet |
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| Name: | Julien Pecoud-Bouvet |
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| Title: | Vice President |
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| GOLDMAN SACHS BANK USA, as a Bank | |
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| By: | /s/ Jamie Minieri |
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| Name: | Jamie Minieri |
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| Title: | Authorized Signatory |
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| AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Bank | |
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| By: | /s/ Damodar Menon |
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| Name: | Damodar Menon |
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| Title: | Executive Director |
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| MORGAN STANLEY BANK, N.A., as a Bank | |
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| By: | /s/ Dmitriy Barskiy |
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| Name: | Dmitriy Barskiy |
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| Title: | Authorized Signatory |
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| STANDARD CHARTERED BANK, as a Bank | |
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| By: | /s/ Steven Aloupis |
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| Name: | Steven Aloupis |
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| Title: | Managing Director |
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| By: | /s/ Hsing H. Huang |
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| Name: | Hsing H. Huang |
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| Title: | Associate Director |
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| BANK OF CHINA, NEW YORK BRANCH, as a Bank | |
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| By: | /s/ Haifeng Xu |
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| Name: | Haifeng Xu |
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| Title: | Executive Vice President |
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