First Amendment to Credit Agreement


 Exhibit 10.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 FIRST AMENDMENT TO CREDIT AGREEMENT
(this “First Amendment”), dated as of November 23, 2011, by and among ATWOOD OCEANICS, INC., a Texas corporation (the “Parent”), ATWOOD OFFSHORE WORLDWIDE LIMITED, an exempted company organized under the laws
of the Cayman Islands and a Wholly-Owned Subsidiary of the Parent (the “Borrower”), the lenders party hereto (each, a “Lender” and, collectively, the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK
BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the
Credit Agreement referred to below. 
 W I T N E S S E T H:

 WHEREAS, the Parent, the Borrower, the Lenders from time to time party thereto, and the Administrative Agent are parties to a
Credit Agreement, dated as of May 6, 2011 (as amended, the “Credit Agreement”); 
 WHEREAS, subject to the
terms and conditions of this First Amendment, the parties hereto wish to amend certain provisions of the Credit Agreement as herein provided; 
 NOW, THEREFORE, it is agreed: 
  

	I.	Amendments to Credit Agreement. 

 1. Section 10.04(vii) of the Credit Agreement is hereby amended by deleting the text “Subsidiaries of the Parent (other than the Borrower and the Subsidiary Guarantors)” appearing therein
and inserting the text “the Parent and its Subsidiaries (other than the Borrower and the Subsidiary Guarantors that are Subsidiaries of the Borrower)” in lieu thereof. 

2. Section 10.05 of the Credit Agreement is hereby amended by (A) deleting the text “and” appearing at the end of
Section 10.05(xiii) thereof, (B) deleting the period (“.”) appearing at the end of Section 10.05(xiv) and inserting the text “; and” in lieu thereof and (C) adding the following new Section 10.05(xv)
immediately thereafter: 
 “(xv) so long as no Default or Event of Default then exists or would result
therefrom, the Parent and its Subsidiaries (other than the Borrower and the Subsidiary Guarantors that are Subsidiaries of the Borrower) may guarantee Indebtedness permitted by Section 10.04(vii).”. 

3. Section 10.12 of the Credit Agreement is hereby amended by (A) deleting the text “and” appearing at the end of
Section 10.12(vi) thereof, (B) deleting the period (“.”) appearing at the end of Section 10.12(vii) and inserting the text “; and” in lieu thereof and (C) adding the following new Section 10.12(viii)
immediately thereafter: 
 “(viii) restrictions contained in any documents governing any Indebtedness
incurred after the Initial Borrowing Date in accordance with the provisions of this Agreement which, taken as a whole, are not materially more restrictive than those contained in this Agreement and are customary for the type of such Indebtedness, in
each case, as determined by the Borrower in good faith.”. 






 4. Section 10.15(b) of the Credit Agreement is hereby amended by inserting the text
“and other Indebtedness permitted to be incurred by the Parent pursuant to Section 10.04(vii)” immediately following the text “Sections 10.04(iii) and (v)” appearing in clause (i) of said Section. 

5. Section 10.15(c) of the Credit Agreement is hereby amended by (A) deleting the text “and” appearing before the
text “(iii) ordinary course liabilities” in clause (I) therein and inserting a comma (“,”) in lieu thereof, (B) inserting the text “ and (iv) liabilities permitted by clause (II) below” immediately
following the text “(iii) ordinary course liabilities” and (C) deleting the text “or (iii)” appearing in clause (II) therein and inserting the text “, (iii) any Indebtedness permitted to be incurred by such
Subsidiary Guarantors pursuant to Section 10.04(vii) or permitted pursuant to Section 10.05(xv), or (iv)” in lieu thereof. 
  

	II.	Miscellaneous Provisions. 


1. In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants that (i) no
Default or Event of Default exists as of the First Amendment Effective Date (as defined herein) before or after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the
other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made
on and as of the First Amendment Effective Date (it being understood that any representation or warranty that by its terms is made as of a specific date shall be true and correct in all material respects as of such specific date). 

2. This First Amendment is limited precisely as written and shall not be deemed to (i) be a waiver of or a consent to the
modification of or deviation from any other term or condition of the Credit Agreement or the other Credit Documents or any of the other instruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the
Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, as amended hereby, the other Credit Documents or any of the other instruments or agreements referred to therein. The
Administrative Agent, the Collateral Agent and the Lenders expressly reserve all their rights and remedies except as expressly set forth in this First Amendment. 
 3. This First 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 shall be lodged with the Borrower and the Administrative Agent. 

5. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK. 






 6. This First Amendment shall become effective on the date (the “First Amendment
Effective Date”) when (i) the Parent, the Borrower 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 or other electronic
transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036; Attention: May Yip (facsimile number: 212-354-8113 / email: myip@whitecase.com) and (ii) the Borrower shall have paid to the Administrative
Agent all reasonable out-of-pocket costs and expenses in connection with the First Amendment (including, without limitation, the reasonable fees and expenses of White & Case LLP). 

7. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to
the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby. 
 * * * 






 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this First Amendment as of the date first above written. 
  

			
	ATWOOD OCEANICS, INC.
		
	By:	 	/s/ Walter A. Baker
		 	Name: Walter A. Baker
		 	 Title: Vice President, General Counsel and
           Corporate Secretary



  

			
	ATWOOD OFFSHORE WORLDWIDE LIMITED
		
	By:	 	/s/ Noel Baldwin
		 	Name: Noel Baldwin
		 	Title: Director


 Signature page to First Amendment to Credit Agreement 






 
			
	 NORDEA BANK FINLAND PLC, NEW YORK
     BRANCH, as Administrative Agent

		
	By:	 	/s/ Martin Lunder
		 	Name: Martin Lunder
		 	Title: Senior Vice President


  

			
	By:	 	/s/ Henning Lyche Christiansen
		 	Name: Henning Lyche Christiansen
		 	Title: First Vice President


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	BNP PARIBAS:
		
	By:	 	/s/ G. Devi
		 	Name: G. Devi
		 	Title: Managing Director


  

			
	By:	 	/s/ Sriram Chandrasekaran
		 	Name: Sriram Chandrasekaran
		 	Title: Vice President


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	DnB Bank ASA:
		
	By:	 	/s/ Anders Platou
		 	Name: Anders Platou
		 	Title: Senior Vice President


  

			
	By:	 	/s/ Stian Løvseth
		 	Name: Stian Løvseth
		 	Title: Vice President


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	ING Capital LLC:
		
	By:	 	/s/ Petra van Woensel
		 	Name: Petra van Woensel
		 	Title: Director


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	ITF International Transport Finance Suisse AG:
		
	By:	 	/s/ Carsten Gutknecht-Stöhr
		 	Name: Carsten Gutknecht-Stöhr
		 	Title: Managing Director


  

			
	By:	 	/s/ Natalja Formuzala
		 	Name: Natalja Formuzala
		 	Title: Vice President


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	WHITNEY BANK:
		
	By:	 	/s/ Harry C. Stahel
		 	Name: Harry C. Stahel
		 	Title: Senior Vice President


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	CREDIT INDUSTRIEL ET COMMERCIAL:
		
	By:	 	/s/ Andrew McKuin
		 	Name: Andrew McKuin
		 	Title: Vice President


  

			
	By:	 	/s/ Alex Aupoix
		 	Name: Alex Aupoix
		 	Title: Managing Director


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	BARCLAYS BANK PLC:
		
	By:	 	/s/ Vanessa A. Kurbatskiy
		 	Name: Vanessa A. Kurbatskiy
		 	Title: Vice President


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH:
		
	By:	 	 /s/ Mikhail Faybusovich

		 	Name: Mikhail Faybusovich
		 	Title: Director
		
	By:	 	 /s/ Vipul Dhadda

		 	Name: Vipul Dhadda
		 	Title: Associate


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	NORDEA BANK FINLAND PLC, NEW YORK BRANCH:
		
	By:	 	 /s/ Martin Lunder

		 	Name: Martin Lunder
		 	Title: Senior Vice President
		
	By:	 	 /s/ Henning Lyche Christiansen

		 	Name: Henning Lyche Christiansen
		 	Title: First Vice President


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK:
		
	By:	 	 /s/ Roger Amillom

		 	Name: Roger Amillom
		 	Title: Senior Vice President


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	NIBC BANK N.V.:
		
	By:	 	 /s/ Saskia Hovers

		 	Name: Saskia Hovers
		 	Title: Managing Director
		
	By:	 	 /s/ Jeroen van der Putten

		 	Name: Jeroen van der Putten
		 	Title: Associate Director


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	Skandinaviska Énskilea Banken AB (publ):
		
	By:	 	 /s/ Erling Amundsen

		 	Name: Erling Amundsen
		 	Title:
		
	By:	 	 /s/ Per Olav Bucher-Johannessen

		 	Name: Per Olav Bucher-Johannessen
		 	Title:


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	HSBC BANK USA, N.A.:
		
	By:	 	 /s/ Bruce Robinson

		 	Name: Bruce Robinson
		 	Title: Vice President
		
	By:	 	 /s/ Koby West

		 	Name: Koby West
		 	Title: Assistant Vice President


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	UNICREDIT BANK AG:
		
	By:	 	 /s/ Manuela Laudahn

		 	Name: Manuela Laudahn
		 	Title: Associate Director
		
	By:	 	 /s/ Stephan Somitsch

		 	Name: Stephan Somitsch
		 	Title: Director


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	Wells Fargo Bank, N.A.:
		
	By:	 	 /s/ T. Alan Smith

		 	Name: T. Alan Smith
		 	Title: Managing Director


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	REGIONS BANK:
		
	By:	 	 /s/ David Valentine

		 	Name: David Valentine
		 	Title: Vice President


 Signature page to First Amendment to Credit Agreement 






 
			
	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ATWOOD OCEANICS, INC., ATWOOD OFFSHORE WORLDWIDE LIMITED,
VARIOUS LENDERS PARTY HERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	
	NATIXIS:
		
	By:	 	 /s/ Timothy Polvado

		 	Name: Timothy Polvado
		 	Title: Senior Managing Director
		
	By:	 	 /s/ Liana Tchernysheva

		 	Name: Liana Tchernysheva
		 	Title: Managing Director


 Signature page to First Amendment to Credit Agreement