UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: July 5, 2005
ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 1-13167
Internal Revenue Service - Employer Identification No. 74-1611874
15835 Park Ten Place Drive, Houston, Texas, 77084
(281) 749-7800
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. Entry Into a Material Definitive Agreement
Atwood Oceanics, Inc., a Texas corporation (the "Company"), has amended its
$250,000,000 Credit Agreement among the Company, Atwood Oceanics Pacific Limited
and Nordea Bank Finland Plc and the other financial institutions named therein
originally dated April 1, 2003 (as amended, modified, or supplemented, the
"Credit Agreement"). The Fourth Amendment to the Credit Agreement was executed
by all parties on or about July 5, 2005, but amended effective as of June 15,
2005 and clarifies the covenants relating to insurance. A copy of the amendment
is filed as Exhibit 10.1 hereto.
ITEM 9.01 Financial Statements and Exhibits
(c) 10.1 Fourth Amendment to Credit Agreement dated June 15, 2005 among the
Company, Atwood Oceanics Pacific Limited and Nordea Bank Finland Plc and other
financial institutions named therein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Atwood Oceanics, Inc.
Date: July 8, 2005 By: /s/ James Holland
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James Holland
Senior Vice President
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FOURTH AMENDMENT TO THE CREDIT AGREEMENT
FOURTH AMENDMENT TO THE-* CREDIT AGREEMENT (this "Amendment"), dated as of
June 15, 2005, among ATWOOD OCEANICS, INC., a Texas corporation (the "Parent"),
ATWOOD OCEANICS PACIFIC LIMITED, a company organized under the laws of the
Cayman Islands and a Wholly-Owned Subsidiary of the Parent (the "Borrower"), the
Lenders party to the Credit Agreement (as defined herein), and NORDEA BANK
FINLAND PLC, NEW YORK BRANCH, a national banking association organized under the
laws of the Republic of Finland, as Administrative Agent (in such capacity, the
"Administrative Agent"). All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided such terms in the
Credit Agreement.
W I T N E S S E T H:
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WHEREAS, the Parent, the Borrower, the Lenders and the Administrative Agent
are parties to a Credit Agreement, dated as of April 1, 2003 (as amended,
modified or supplemented from time to time, the "Credit Agreement");
WHEREAS, the Parent and the Borrower have requested the Lenders to amend,
and the Lenders have agreed to amend, certain provisions of the Credit Agreement
on the terms and conditions set forth herein; and
WHEREAS, the parties hereto wish to amend the Credit Agreement on the terms
and conditions set forth herein;
NOW, THEREFORE, it is agreed;
A. Amendment to the Credit Agreement
1. The Required Lenders hereby waive any Default or Event of Default that
may have arisen as a result of the Parent's failure to comply with clause (i) of
the second sentence of Section 8.03(a) of the Credit Agreement; provided that
the foregoing waiver shall only apply to the mortgagee interest insurance listed
in paragraph 10 of Schedule X.
2. Section 8.03(a) of the Credit Agreement is hereby amended by (i)
deleting the second sentence appearing therein in its entirety and (ii)
inserting the following new sentence in lieu thereof:
"In addition to the requirements of the immediately preceding sentence,
the Parent will at all times cause insurance of the types described in
Schedule X to (i) be maintained (with the same scope of coverage as
that described in Schedule X) at levels which are at least as great as
the respective amount described on Schedule X; provided that the
requirement set forth in this clause (i) shall not apply to the
mortgagee interest insurance listed in paragraph 10 of Schedule X and
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(ii) comply with the insurance requirements of each Collateral Rig
Mortgage and the other Security Documents.".
B. Consents to Collateral Rig Mortgage Amendments.
1. The Required Lenders hereby consent to the Collateral Agent and the
Credit Parties entering into the amendments to the Collateral Rig Mortgages in
the form of Exhibit A and Exhibit B attached hereto.
C. Miscellaneous Provisions
1. In order to induce the Lenders to enter into this Amendment, the Parent
and the Borrower hereby represent and warrant to each of the Lenders that
immediately after giving effect to this Amendment (i) all of the representations
and warranties contained in the Credit Agreement and in the other Credit
Documents are true and correct in all material respects on and as of the
Amendment Effective Date (unless such representations and warranties relate to a
specific earlier date, in which case such representations and warranties shall
be true and correct in all material respects as of such earlier date) and (ii)
there exists no Default or Event of Default on the Amendment Effective Date,
after giving effect to this Amendment.
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
5. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Borrower, the Guarantors and the Required Lenders
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent.
6. From and after the Amendment Effective Date, all references in the
Credit Agreement and in the other Credit Documents to the Credit Agreement shall
be deemed to be referenced to the Credit Agreement as modified hereby.
* * *
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
ATWOOD OCEANICS, INC.,
as Parent and Guarantor
By: /s/James M. Holland
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Name: James M. Holland
Title: Senior Vice President
ATWOOD OCEANICS PACIFIC LIMITED,
as Borrower
By: /s/Michael A. Cardenas
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Name: Michael A. Cardenas
Title: Director of AOPL
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NORDEA BANK FINLAND PLC,
NEW YORK BRANCH, Individually and as
Administrative Agent
By: /s/ Martin Lunder
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Name: Martin Lunder
Title: Senior Vice President
By: /s/ Anne Engen
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Name: Anne Engen
Title: Vice President
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NORDEA BANK NORGE ASA,
GR. CAYMAN BRANCH,
Individually and as Issuing Lender
By: /s/ Martin Lunder
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Name: Martin Lunder
Title: Senior Vice President
By: /s/ Anne Engen
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Name: Anne Engen
Title: Vice President
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SIGNATURE PAGE TO THE FOURTH
AMENDMENT, DATED AS JUNE __, 2005,
TO THE CREDIT AGREEMENT, DATED AS OF
APRIL 1, 2003, AMONG ATWOOD
OCEANICS, INC., ATWOOD OCEANICS
PACIFIC LIMITED, THE LENDERS PARTY
THERETO AND NORDEA BANK FINLAND PLC,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT.
NAME OF INSTITUTION:
DVB BANK AG
By: /s/ Illegible
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Name: Illegible
Title: Senior Vice President
By: /s/ Gorm Eikemo
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Name: Gorm Eikemo
Title: Vice President
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SIGNATURE PAGE TO THE FOURTH
AMENDMENT, DATED AS JUNE __, 2005,
TO THE CREDIT AGREEMENT, DATED AS OF
APRIL 1, 2003, AMONG ATWOOD
OCEANICS, INC., ATWOOD OCEANICS
PACIFIC LIMITED, THE LENDERS PARTY
THERETO AND NORDEA BANK FINLAND PLC,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT.
NAME OF INSTITUTION:
SKANDINAVISKA ENSKILDA BENKEN AB (PUBL.)
By: /s/ Engling Amundsen
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Name: Engling Amundsen
Title: Legal Counsel
By: /s/ Per Frolich Keyser
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Name: Per Frolich Keyser
Title: Head of Support and Staff functions
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SIGNATURE PAGE TO THE FOURTH
AMENDMENT, DATED AS JUNE __, 2005,
TO THE CREDIT AGREEMENT, DATED AS OF
APRIL 1, 2003, AMONG ATWOOD
OCEANICS, INC., ATWOOD OCEANICS
PACIFIC LIMITED, THE LENDERS PARTY
THERETO AND NORDEA BANK FINLAND PLC,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT.
NAME OF INSTITUTION:
BAYERISCHE HYPO-UND VEREINSBANK AG
By: /s/ Isecke
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Name: Isecke
Title:
By: /s/ Marquart
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Name: Marquart
Title:
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SIGNATURE PAGE TO THE FOURTH
AMENDMENT, DATED AS JUNE __, 2005,
TO THE CREDIT AGREEMENT, DATED AS OF
APRIL 1, 2003, AMONG ATWOOD
OCEANICS, INC., ATWOOD OCEANICS
PACIFIC LIMITED, THE LENDERS PARTY
THERETO AND NORDEA BANK FINLAND PLC,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT.
NAME OF INSTITUTION:
HSH NORDBANK
By: /s/ Radtke
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Name: Radtke
Title: Vice President
By: /s/ Kai Braunsdorf
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Name: Kai Braunsdorf
Title: Vice President
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SIGNATURE PAGE TO THE FOURTH
AMENDMENT, DATED AS JUNE __, 2005,
TO THE CREDIT AGREEMENT, DATED AS OF
APRIL 1, 2003, AMONG ATWOOD
OCEANICS, INC., ATWOOD OCEANICS
PACIFIC LIMITED, THE LENDERS PARTY
THERETO AND NORDEA BANK FINLAND PLC,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT.
NAME OF INSTITUTION:
FORTIS CAPITAL CORP.
By: /s/ Svein Engh
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Name: Svein Engh
Title: Managing Director
By: /s/ C. Tobias Backer
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Name: C. Tobias Backer
Title: Senior Vice President
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