First Amendment to the Revolving Credit Agreement



 Exhibit 4.3 
 FIRST AMENDMENT 
 This FIRST AMENDMENT
(this “Amendment”) dated as of September 30, 2009, effective as of August 4, 2009, is among SEAHAWK DRILLING, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower party
hereto (the “Guarantors”), the Lenders party hereto, and NATIXIS, NEW YORK BRANCH, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). 
 WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to the Credit Agreement dated as
of August 4, 2009 (the “Credit Agreement”); 
 WHEREAS, the parties hereto have agreed to
make certain amendments to the Credit Agreement as provided for herein, subject to the conditions herein; 
 NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows: 
 AGREEMENT 
 Section 1. Defined Terms. Unless otherwise defined in this Amendment, each capitalized term used in this
Amendment has the meaning given such term in the Credit Agreement. 
 Section 2. Amendments to the Credit
Agreement. 
     (a) Section 3.02(a)(xiii)(C) of the Credit Agreement is
hereby amended by replacing the text “López Velarde, Heftye y Soria, S.C.” with the text “Gardere, Arena y Asociados, S.C.”. 
     (b) Section 5.13(a)(ii) of the Credit Agreement is hereby amended by replacing the text “3.01” with the text “3.02”. 
     (c) Schedule 6.01 of the Credit Agreement is hereby amended to conform in its entirety to Schedule
6.01 attached to this Amendment. 
 Section 3. Conditions Precedent. This Amendment shall be
effective as of August 4, 2009 when the Administrative Agent has received, on behalf of itself and the Lenders, counterparts to this Amendment duly executed by the Borrower and the Required Lenders. 







 Section 4. Representations and Warranties. The Borrower
represents and warrants that, as of the date of this Amendment: 
     (a) The execution,
delivery and performance by each Loan Party of the Credit Agreement, as amended by this Amendment, is within the requisite corporate or equivalent power and authority of such Loan Party. 
     (b) The execution, delivery, and performance by each Loan Party of this Amendment and the
consummation of the transactions contemplated hereby (i) have been duly authorized by all necessary corporate or equivalent action, (ii) do not and will not (A) violate the terms of such Loan Party’s certificate of incorporation,
bylaws or other applicable organizational documents, (B) violate in any material respect any Legal Requirement applicable to such Loan Party, (C) constitute a default under, or result in any breach of, or creation of, any Lien under (other
than the Loan Documents) the provisions of any indenture, loan agreement or other material agreement to which such Loan Party is a party or is subject, or by which it, or its Property, is bound or (D) violate any order, injunction, writ or
decree of any Governmental Authority or any arbitral award to which such Person or its property is subject. 
     (c) This Amendment constitutes the legal, valid and binding obligation of each of the Loan Parties, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by
any applicable Bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar law affecting creditors’ rights generally or general principles of equity. 
     (d) After giving effect to this Amendment, the representations and warranties contained in
Article IV of the Credit Agreement and in each other Loan Document are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations
and warranties shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date
(other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of such earlier date), on and as of the date first written above.

     (e) After giving effect to this Amendment, no event has occurred and is continuing
which constitutes a Default, an Event of Default or both. 
 Section 5. Reaffirmation of Guaranty and
Liens. 
     (a) Each Guarantor (i) has consented and agreed to the Credit
Agreement, as amended hereby, (ii) has reviewed the Amendment, (iii) waives any defense arising by reason of any disability, lack of organizational authority or power, or other defense of the Borrower or any other guarantor of the
Obligations, and (iv) agrees that according to and subject to its terms the Guaranty by such Guarantors, as amended hereby, will continue in full force and effect to guaranty the Obligations under the Loan Documents, as the same may be amended,
supplemented, or otherwise modified, and such other amounts in accordance with the terms of the Guaranty. 
  

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     (b) The Loan Parties (i) are party to certain
Security Documents securing and supporting the Obligations, (ii) have reviewed the Amendment and (iii) waive any defense arising by reason of any disability, lack of organizational authority or power, or other defense of such Loan Party,
and agrees that according to their terms the Security Documents to which the applicable Loan Party is a party will continue in full force and effect to secure the Obligations under the Loan Documents, as the same may be amended, supplemented, or
otherwise modified, and (iv) acknowledges, represents, and warrants that the liens and security interests created by the Security Documents are valid and subsisting and create a first priority perfected security interest subject to Permitted
Liens as amended herein. 
 Section 6. Effect on Credit Documents. 
     (a) Except as amended herein, the Credit Agreement, the Guaranties and the other Loan Documents
remain in full force and effect as originally executed, and nothing herein shall act as a waiver of any of the Administrative Agent’s or Lenders’ rights under the Loan Documents, as amended. 
     (b) This Amendment is a Loan Document for the purposes of the provisions of the other Loan
Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Amendment may be a Default or Event of Default under other Loan Documents. 
     (c) Upon and after the execution of this Amendment by each of the parties hereto, each reference in
the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby. 
 Section 7. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United
States of America. 
 Section 8. 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. Transmission by facsimile of an
executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart. 
 [Signature pages follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their duly authorized officers as of the first day and year written above. 
  

			
	BORROWER:
	
	SEAHAWK DRILLING, INC.
		
	By:	 	/s/ Giovanni Pacelli
	Name:	 	Giovanni Pacelli
	Title:	 	Vice President, Tax , and Treasurer
	
	GUARANTORS:
	
	PENINSULA DRILLING LLC
		
	By:	 	/s/ Giovanni Pacelli
	Name:	 	Giovanni Pacelli
	Title:	 	Vice President and Treasurer
	
	SEAHAWK DRILLING DE MEXICO LLC
		
	By:	 	/s/ Giovanni Pacelli
	Name:	 	Giovanni Pacelli
	Title:	 	Vice President and Treasurer
	
	SEAHAWK DRILLING LLC
		
	By:	 	/s/ Giovanni Pacelli
	Name:	 	Giovanni Pacelli
	Title:	 	Vice President and Treasurer
	
	SEAHAWK GLOBAL HOLDINGS LLC
		
	By:	 	/s/ Giovanni Pacelli
	Name:	 	Giovanni Pacelli
	Title:	 	Vice President and Treasurer


  

 Signature Page to First Amendment 









			
	ADMINISTRATIVE AGENT:
	
	NATIXIS, NEW YORK BRANCH, in its capacity as Administrative Agent
		
	By:	 	/s/ Timothy L. Polvado
	Name:	 	Timothy L. Polvado
	Title:	 	Senior Managing Director
		
	By:	 	/s/ Carlos L. Quinteros
	Name:	 	Carlos L. Quinteros
	Title:	 	Director
	
	LENDERS:
	
	NATIXIS, NEW YORK BRANCH
		
	By:	 	/s/ Timothy L. Polvado
	Name:	 	Timothy L. Polvado
	Title:	 	Senior Managing Director
		
	By:	 	/s/ Carlos L. Quinteros
	Name:	 	Carlos L. Quinteros
	Title:	 	Director


  

 Signature Page to First Amendment 









			
	CITIBANK, INC.
		
	By:	 	/s/ Robert Malleck
		 	      Robert Malleck
		 	      Director


  

 Signature Page to First Amendment 









			
	UBS LOAN FINANCE LLC
		
	By:	 	/s/ Marie Haddad
	Name:	 	Marie Haddad
	Title:	 	Associate Director
		
	By:	 	/s/ Mary E. Evans
	Name:	 	Mary E. Evans
	Title:	 	Associate Director


  

 Signature Page to First Amendment 









			
	ENCORE BANK, N.A.
		
	By:	 	/s/ J. David Webster
	Name:	 	J. David Webster
	Title:	 	Senior Vice President


  

 Signature Page to First Amendment 








 Schedule 6.01 
 Existing Liens 
 Liens on any license to use any
interest in and to all copyrights, inventions, applications, patents or any other form of intellectual property, and improvements thereon, as permitted under the General Agreement of Indemnity, dated as of June 23, 2009, granted by Seahawk
Drilling, Inc. in favor of the Zurich American Insurance Company and its Subsidiaries and Affiliates.