Exhibit 10.1
EXTENSION AGREEMENT AND AMENDMENT NO. 2 TO AMENDED AND
RESTATED
CREDIT AGREEMENT
This
EXTENSION AGREEMENT AND AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated
effective as of January 25, 2016 (the “Effective Date”), is by and among Rowan Companies, Inc., a Delaware corporation
(the “Borrower”), Rowan Companies plc, an English public limited company (the “Parent”),
the other Guarantors, the Lenders party hereto, and Wells Fargo Bank, National Association, as an issuing lender, as swing line
lender, and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
Whereas,
the Borrower, the lenders party thereto immediately prior to the effectiveness of this Amendment (the “Existing Lenders”),
and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of January 23, 2014, (as
amended by the Commitment Increase and Extension Agreement and Amendment No. 1 dated as of May 5, 2015, and as the same may be
further amended, restated, or otherwise modified from time to time, the “Credit Agreement”, the capitalized
terms of which are used herein as therein defined unless otherwise defined herein);
WHEREAS, pursuant to
Section 2.19 of the Credit Agreement, the Borrower has the right, subject to the terms and conditions thereof, to request an extension
of the Revolving Credit Maturity Date;
WHEREAS, the Lenders
party hereto have agreed to extend the Revolving Credit Maturity Date of their respective Revolving Commitments as more particularly
set forth herein; and
WHEREAS, the Borrower,
the Administrative Agent, and the Lenders party hereto have agreed to make certain amendments to the Credit Agreement, each as
provided for herein.
Now,
Therefore, in consideration of the premises and the mutual covenants, representations
and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. Consent
to Extension of Revolving Credit Maturity Date. Upon the effectiveness of this Amendment pursuant to Section 3 below,
the Revolving Credit Maturity Date of the Revolving Commitments of the Lenders who have severally agreed to extend their respective
Revolving Commitments (each an “Extending Lender” and, collectively, the “Extending Lenders”)
is hereby extended to January 23, 2021, as set forth on Schedule II to the Credit Agreement attached hereto, which shall
constitute an amendment and restatement of Schedule II to the Credit Agreement. The Revolving Credit Maturity Date with respect
to the Revolving Commitments of each other Lender, if any, shall remain unchanged as set forth on such amended and restated Schedule
II to the Credit Agreement. The extension of the Revolving Credit Maturity Date on the Effective Date as set forth in this Section
1 shall be deemed to constitute an exercise of the Borrower’s right to request an extension pursuant to Section 2.19
of the Credit Agreement and the Extension Effective Date of such extension of the Revolving Credit Maturity Date shall be deemed
to be the Effective Date; provided, that, for the avoidance of doubt, no further one-year extensions shall be permitted pursuant
to the Credit Agreement after the Effective Date. The requirements of Section 2.19 of the Credit Agreement with respect to notices
and timing are hereby waived by all parties hereto with respect to the extension described in this Section 1.
Section 2. Amendments
to Credit Agreement. Upon the satisfaction of the conditions specified in Section 3 of this Amendment, and, unless otherwise
specified, effective as of the Effective Date, the Credit Agreement is amended as follows:
(a) Section 1.1 (Certain Defined Terms)
of the Credit Agreement is hereby amended by adding the following new defined terms in alphabetical order:
“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.
“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.
“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described
in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of
an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority”
means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country
(including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person),
as in effect from time to time.
“Write-Down and Conversion
Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion
powers are described in the EU Bail-In Legislation Schedule.
(b) Section 1.1 of the Credit Agreement
is hereby further amended by replacing in its entirety clause (d) of the defined term “Defaulting Lender” with the
following:
(d) has, or
has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had
a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent
to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority unless such equity interest results in or provides such Person with immunity from the jurisdiction
of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person
(or such Governmental Authority) to reject, repudiate, disavow, or disaffirm any contracts or agreements made by such Person, or
(iv) become the subject of a Bail-In Action.
(c) Section 2.17(a)(iv) (Reallocation of
Ratable Portions to Reduce Fronting Exposure) is hereby amended by replacing in its entirety the last sentence of such clause with
the following:
Subject to Section 9.22, no
reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising
from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting
Lender’s increased exposure following such reallocation.
(d) Article IV of the Credit Agreement
is hereby amended by adding the following Section 4.20:
4.20 EEA Financial Institutions.
Neither the Parent nor any Subsidiary is an EEA Financial institution.
(e) Article IX of the Credit Agreement
is hereby amended by adding the following Section 9.22:
9.22 Acknowledgment and
Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document
or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured,
may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:
(a) the application of any
Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable
to it by any Lender that is an EEA Financial Institution; and
(b) the effects of any Bail-in
Action on any such liability, including, if applicable:
(i) a
reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all,
or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking,
or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership
will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document;
or
(iii) the variation of
the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
Section 3. Conditions
Precedent. This Amendment shall become effective as of the Effective Date upon the satisfaction of the following conditions
precedent:
(a) Documentation.
The Administrative Agent shall have received the following, each dated on or before the Effective Date, duly executed by all the
parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent:
(1) counterparts
of this Amendment duly executed by the Borrower, the Majority Lenders, and the Administrative Agent;
(2) a certificate
from a Responsible Officer of the Borrower and the Parent dated as of the Effective Date stating that, both before and after giving
effect to this Amendment, (i) the representations and warranties made by any Credit Party set forth in the Credit Documents are
true and correct in all material respects on and as of the Effective Date; provided that (A) to the extent any representation and
warranty is qualified as to “Material Adverse Change” or otherwise as to materiality, such representation and warranty
is true and correct in all respects, (B) to the extent that such representation or warranty relates to an earlier date, it shall
be true and correct only as of such specified date, (C) the representations and warranties contained in Section 4.4(a) of the Credit
Agreement shall be deemed to refer to the most recent Financial Statements furnished pursuant to Sections 5.2(a) and (b), respectively,
of the Credit Agreement, and (D) the representation and warranty contained in Section 4.4(b) of the Credit Agreement shall be deemed
to refer to the most recent Financial Statements furnished pursuant to Section 5.2(a) of the Credit Agreement and (ii) no Default
shall have occurred and be continuing;
(3) a secretary’s
certificate from each Credit Party certifying such Person’s (a) officers’ incumbency, (b) authorizing resolutions and
(c) organizational and governing documents;
(4) a certificate
from a Responsible Officer of the Borrower dated the Effective Date and certifying that the conditions of Section 2.19 of the Credit
Agreement with respect to the extension of the Revolving Credit Maturity Date (other than with respect to notices and timing),
have been satisfied;
(5) such documents
and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and
good standing of the Credit Parties; and
(6) such other documents
and governmental certificates as the Lender Parties may reasonably request.
(b) Payment of
Fees and Expenses. On the Effective Date, the Borrower shall have paid the fees required to be paid to the Administrative Agent
and the Lenders, including, without limitation, (i) the fees set forth in that certain Fee Letter dated as of January 11, 2016
among Wells Fargo Bank, National Association, Wells Fargo Securities, LLC and the Borrower and (ii) all other costs and expenses
which are payable pursuant to Sections 2.11 and 9.1(a) of the Credit Agreement.
Section 4. Representations
and Warranties. Each Credit Party hereby represents and warrants to the Administrative Agent that, as of the date hereof: (a)
the representations and warranties made by such Credit Party in the Credit Documents are true and correct in all material respects
on and as of the Effective Date; provided that (i) to the extent any representation and warranty is qualified as to “Material
Adverse Change” or otherwise as to materiality, such representation and warranty is true and correct in all respects, (ii)
to the extent that such representation or warranty relates to an earlier date, it shall be true and correct only as of such specified
date, (iii) the representations and warranties contained in Section 4.4(a) of the Credit Agreement shall be deemed to refer to
the most recent Financial Statements furnished pursuant to Sections 5.2(a) and (b), respectively, of the Credit Agreement, and
(iv) the representation and warranty contained in Section 4.4(b) of the Credit Agreement shall be deemed to refer to the most recent
Financial Statements furnished pursuant to Section 5.2(a) of the Credit Agreement; (b) the execution, delivery and performance
of this Amendment are within the limited liability company or corporate power and authority of such Credit Party and have been
duly authorized by appropriate limited liability company and corporate action and proceedings; (c) this Amendment constitutes the
legal, valid, and binding obligation of such Credit Party enforceable in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles
of equity, and no portion of the Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset,
counterclaim, or defense of any kind; and (d) there are no governmental or other third party consents, licenses and approvals required
in connection with the execution, delivery, performance, validity and enforceability of this Amendment.
Section 5. Reaffirmation
of Guaranty. Each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty to
which it is a party are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee
the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed
Obligations (as defined in such Guaranty), and its execution and delivery of this Amendment does not indicate or establish an approval
or consent requirement by such Guarantor under the Guaranty, in connection with the execution and delivery of amendments, consents
or waivers to the Credit Agreement, the Notes or any of the other Credit Documents.
Section 6. Miscellaneous.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Except as
herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment is, for the avoidance
of doubt, a Credit Document under the Credit Agreement. The execution and delivery of this Amendment shall not operate as a waiver
of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Credit Document, nor,
except as herein provided, constitute a waiver of any provision of the Credit Agreement or any Credit Document. Upon the effectiveness
of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder” or words of
like import shall mean and be a reference to the Credit Agreement, as affected and amended by this Amendment. This Amendment may
be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument
and any of the parties hereto may execute this Amendment by signing any such counterpart. Transmission by facsimile or electronic
transmission (e.g., PDF) of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery
of such counterpart.
[Signature Pages Follow]
In
Witness Whereof,
the parties hereto have caused this Amendment to be duly executed as of the Effective Date.
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BORROWER: |
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ROWAN COMPANIES, INC. |
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By: |
/s/ Stephen Butz |
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Name: |
Stephen Butz |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
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GUARANTORS: |
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ROWAN COMPANIES PLC |
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By: |
/s/ Stephen Butz |
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Name: |
Stephen Butz |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
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ROWAN FINANZ S.à r.l.,
a Luxembourg private limited liability company |
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By: |
/s/ Martinus Cornelis Johannes Weijermans |
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Name: |
Martinus Cornelis Johannes Weijermans |
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Title: |
Category B Manager |
| | Signature Page to Amendment Rowan Companies, Inc. | |
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ATLANTIC MARITIME SERVICES LLC,
a Delaware limited liability company |
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By: |
/s/ Stephen Butz |
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Name: |
Stephen Butz |
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Title: |
Vice President and Treasurer |
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Rowan 350 Slot Rigs, Inc. |
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a Delaware corporation |
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By: |
/s/ Stephen Butz |
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Name: |
Stephen Butz |
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Title: |
President and Treasurer |
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ROWAN FINANCE LLC |
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a Delaware limited liability company |
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By: |
/s/ Stephen Butz |
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Name: |
Stephen Butz |
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Title: |
Vice President and Treasurer |
| | Signature Page to Amendment Rowan Companies, Inc. | |
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LENDER PARTIES: |
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WELLS FARGO BANK, NATIONAL ASSOCIATION, |
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as Administrative Agent, Swingline Lender, an Issuing Lender,
a Lender and an Extending Lender |
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By: |
/s/ C. David Allman |
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Name: |
C. David Allman |
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Title: |
Managing Director |
| | Signature Page to Amendment Rowan Companies, Inc. | |
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DNB CAPITAL LLC, |
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as a Lender and Extending Lender |
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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: |
Philippe Wulfers |
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Name: |
Philippe Wulfers |
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Title: |
Vice President |
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DNB BANK ASA, NEW YORK BRANCH, |
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as an Issuing Lender and Extending Lender |
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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/ Philippe Wulfers |
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Name: |
Philippe Wulfers |
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Title: |
Vice President |
| | Signature Page to Amendment Rowan Companies, Inc. | |
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the BANK OF TOKYO-MITSUBISHI UFJ, ltd., |
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as an Issuing Lender, a Lender and Extending Lender |
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By: |
/s/ Kevin Sparks |
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Name: |
Kevin Sparks |
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Title: |
Director |
| | Signature Page to Amendment Rowan Companies, Inc. | |
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BANK OF AMERICA, N.A., |
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as an Issuing Lender, a Lender and Extending Lender |
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By: |
/s/ Michael Clayborne |
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Name: |
Michael Clayborne |
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Title: |
Vice President |
| | Signature Page to Amendment Rowan Companies, Inc. | |
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barclays bank plc, |
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as an Issuing Lender, a Lender and Extending Lender |
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By: |
/s/ Craig J. Malloy |
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Name: |
Craig J. Malloy |
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Title: |
Director |
| | Signature Page to Amendment Rowan Companies, Inc. | |
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citibank, N.A., |
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as an Issuing Lender, a Lender and Extending Lender |
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By: |
/s/ Jim Reilly |
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Name: |
Jim Reilly |
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Title: |
Vice President |
| | Signature Page to Amendment Rowan Companies, Inc. | |
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hsbc bank usa, n.A., |
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As a Lender and Extending Lender |
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By: |
/s/ Koby West |
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Name: |
Koby West |
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Title: |
Vice President |
| | Signature Page to Amendment Rowan Companies, Inc. | |
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ZB, N.A. dba AMEGY BANK |
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as a Lender and Extending Lender |
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By: |
/s/ James C. Day |
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Name: |
James C. Day |
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Title: |
Senior Vice President |
| | Signature Page to Amendment Rowan Companies, Inc. | |
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GOLDMAN SACHS BANK USA, |
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as a Lender and Extending Lender |
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By: |
/s/ Rebecca Kratz |
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Name: |
Rebecca Kratz |
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Title: |
Authorized Signatory |
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| | Signature Page to Amendment Rowan Companies, Inc. | |
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bank of nova scotia, |
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as an Lender and Extending Lender |
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By: |
/s/ J. Frazell |
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Name: |
J. Frazell |
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Title: |
Director |
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| | Signature Page to Amendment Rowan Companies, Inc. | |
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deutsche bank ag new york branch |
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as a Lender and Extending Lender |
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By: |
/s/ Ming K. Chu |
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Name: |
Ming K. Chu |
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Title: |
Vice President |
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By: |
/s/ Virginia Cosenza |
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Name: |
Virginia Cosenza |
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Title: |
Vice President |
| | Signature Page to Amendment Rowan Companies, Inc. | |
SCHEDULE II
| LENDER |
NON-EXTENDE
D CMMITMENT |
EXTENDE
D RVOLVING
COMMITMENT |
AGGREGAT
E RVOLVING
COMMITMENT |
REVOLVING
CREDIT
MATURITY DATE |
| Wells Fargo Bank, National Association |
$0 |
$150,714,285.74 |
$150,714,285.74 |
January 23, 2021 |
| Bank of America, N.A. |
$0 |
$150,714,285.71 |
$150,714,285.71 |
January 23, 2021 |
| Barclays Bank PLC |
$0 |
$150,714,285.71 |
$150,714,285.71 |
January 23, 2021 |
| Citibank, N.A. |
$0 |
$150,714,285.71 |
$150,714,285.71 |
January 23, 2021 |
| DNB Capital LLC |
$0 |
$150,714,285.71 |
$150,714,285.71 |
January 23, 2021 |
| The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
$0 |
$150,714,285.71 |
$150,714,285.71 |
January 23, 2021 |
| Goldman Sachs Bank USA |
$0 |
$105,000,000.00 |
$105,000,000.00 |
January 23, 2021 |
| HSBC Bank USA, N.A. |
$0 |
$100,000,000.00 |
$100,000,000.00 |
January 23, 2021 |
| Deutsche Bank AG, New York Branch |
$0 |
$100,000,000.00 |
$100,000,000.00 |
January 23, 2021 |
| Bank of Nova Scotia |
$0 |
$45,000,000 |
$45,000,000 |
January 23, 2021 |
| Amegy Bank National Association |
$0 |
$35,000,000 |
$35,000,000 |
January 23, 2021 |
| Royal Bank of Canada |
$150,714,285.71 |
$0 |
$150,714,285.71 |
January 23, 2020 |
| Mizuho Bank, Ltd. |
$60,000,000
|
$0 |
$60,000,000 |
January 23, 2019
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| Total |
$210,714,285.71 |
$1,289,285,714.29 |
$1,500,000,000 |
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