This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of September 21, 2020, is entered into by and among SHELF DRILLING HOLDINGS, LTD., a Cayman Islands exempted company ("Borrower"), THE SUBSIDIARY GUARANTORS SIGNATORY HERETO, THE LENDERS SIGNATORY HERETO, and RBC EUROPE LIMITED, as administrative agent for the Lenders (in such capacity, the "Administrative Agent").
WHEREAS, Borrower, the Subsidiary Guarantors, the Lenders from time to time party thereto, the Issuing Bank, the Guarantee Bank party thereto, the Administrative Agent, the Collateral Agent, and HSBC Bank plc and RBC Capital Markets, as Joint Lead Arrangers and Joint Bookrunners, entered into that certain Credit Agreement dated as of February 24, 2014 (as amended, restated, supplemented or modified from time to time (including by the Incremental Loan Amendment dated as of June 10, 2014, those certain Joinder Agreements dated as of July 21, 2014, February 26, 2015, July 31, 2015, June 19, 2018, July 9, 2018 and May 14, 2019, that certain Second Amendment dated as of January 9, 2017, that certain Third Amendment dated as of June 4, 2018, that certain financial covenant amendment letter dated as of February 13, 2019, and the consent in response to the Revised Consent Request Regarding Delivery of Certain Post-Closing Items dated December 19, 2019), the "Credit Agreement"), whereby the Lenders have extended to Borrower credit in the form of Revolving Loans, Letters of Credit and Bank Guarantees;
WHEREAS, Borrower has requested that the parties hereto agree to amend certain provisions of the Credit Agreement; and
WHEREAS, the parties hereto are willing, on the terms and subject to the conditions hereinafter set forth, to agree to amend the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
Defined Terms and Rules of Interpretation. Except as otherwise expressly provided herein, capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment. For all purposes of this Amendment, except as otherwise expressly provided or unless the context otherwise requires, the rules of interpretation set forth in Sections 1.02 and 1.03 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis, as if fully set forth herein.
1.2.1 The Credit Agreement shall be amended ((a) to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and (b) to add the double- underlined text (indicated textually in the same manner as the following example: double- underlined text) as set forth in the pages of the Credit Agreement attached as Annex Ahereto.
1602154.07-WASSR01A - MSW
Exhibit Bto the Credit Agreement shall be deleted in its entirety and replaced with Annex Battached hereto.
Exhibit Dto the Credit Agreement shall be deleted in its entirety and replaced with Annex Cattached hereto.
References to Credit Agreement. Each reference to the Credit Agreement in any Loan Document and any document or certificate executed in connection therewith shall be deemed to refer to the Credit Agreement as amended by this Amendment.
Representations and Warranties. Each Loan Party hereby represents and warrants, as of the Fifth Amendment Effective Date (as hereinafter defined), that (a) this Amendment has been duly authorized, executed and delivered by such Loan Party, (b) this Amendment is the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as the enforceability hereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (c) the representations and warranties set forth in the Credit Agreement and each other Loan Document are true and correct in all material respects as of the Fifth Amendment Effective Date (except for any such representation or warranty that relates solely to a specific date, in which case, such representation or warranty was true and correct in all material respects as of such date), (d) no Default has occurred and is continuing and (e) the entering into of this Amendment and the consummation of the transactions contemplated hereby (i) do not require any consent, exemption, authorization or approval of, registration or filing with, or any other action by, any Governmental Authority, except (x) such as have been obtained or made and are in full force and effect, and (y) consents, approvals, exemptions, authorizations, registrations, filings, permits or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, (ii) do not require any approval of any Loan Party's or the Ultimate Parent's interest holders or any consent, exemption, authorization, approval or any other action by any person under any Material Agreement of any Company or the Ultimate Parent, except (x) such as have been obtained or made and are in full force and effect and (y) consents, approvals, exemptions, authorizations or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, (iii) will not violate the Organizational Documents of any Company or the Ultimate Parent, (iv) will not violate or result in a default or require any consent or approval under any indenture (including the Unsecured Notes Indenture), instrument, agreement, or other document binding upon any Company or the Ultimate Parent or their respective property or to which any Company or the Ultimate Parent or their respective property is subject, or give rise to a right thereunder to require any payment to be made by any Company or the Ultimate Parent, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect and (v) will not violate any Legal Requirement except for violations that could not reasonably be expected to result in a Material Adverse Effect.
1.5.1 Instruction. Each Lender party hereto hereby (a) authorizes and directs the Administrative Agent to execute and deliver this Amendment; and (b) authorizes and directs the
1602154.07-WASSR01A - MSW
Administrative Agent to execute and deliver, to the extent required, any other documents (including other Loan Documents or amendments thereto) which may be reasonably necessary to give effect to the transactions contemplated by this Amendment.
188.8.131.52 The amendments in Section 1.2shall not be effective unless and until each of the following conditions precedent is satisfied (such date, the "Fifth Amendment Effective Date"):
counterparts of this Amendment shall have been executed by each Loan Party, the Administrative Agent and the Required Lenders and such executed counterparts shall have been delivered to the Administrative Agent; and
all reasonable and documented out-of-pocket fees and expenses of the Administrative Agent invoiced to Borrower at least two (2) Business Days prior to the Fifth Amendment Effective Date shall have been paid (including the reasonable and documented fees and expenses of White & Case LLP and each other local and foreign counsel of the Administrative Agent that in each case are invoiced to Borrower at least two (2) Business Days prior to the Fifth Amendment Effective Date).
184.108.40.206 The Administrative Agent shall provide the Borrower and each Lender with written notice as to the occurrence of the Fifth Amendment Effective Date.
Governing Law. This Amendment and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York.
Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile, e-mail or other electronic form of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.
Effect on the Loan Documents. Except as expressly set forth herein, the Credit Agreement is and shall remain unchanged and in full force and effect, and nothing contained in this Amendment shall, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the parties to the Credit Agreement, or shall alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document.
Reaffirmation of Guaranty and Security. Each Loan Party, by its signature below,
220.127.116.11 (a) acknowledges and agrees that, after giving effect to this Amendment, the Security Documents shall continue to be in full force and effect and (b) (i) reaffirms and confirms
1602154.07-WASSR01A - MSW
This is an excerpt of the original content. To continue reading it, access the original document here.
Shelf Drilling Ltd. published this content on 21 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2020 05:09:05 UTC