Second Amendment to Credit Agreement



 EXHIBIT 10.2 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 SECOND AMENDMENT TO CREDIT AGREEMENT
(this “Second Amendment”), dated as of January 18, 2012, 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 and amended on November 23, 2011 (as further amended, modified or otherwise supplemented, the “Credit Agreement”); 

WHEREAS, subject to the terms and conditions of this Second 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 9.01(b)(ii) of the Credit Agreement is hereby amended by deleting the text “120 days” appearing therein and inserting the text “150 days (or, with respect to the fiscal year
ending September 30, 2011, 165 days)” in lieu thereof. 
  

	II.	Miscellaneous Provisions. 


1. In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents and warrants that (i) no
Default or Event of Default exists as of the Second Amendment Effective Date (as defined herein) before or after giving effect to this Second 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 Second Amendment Effective Date both before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been
made on and as of the Second 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 Second 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 Second Amendment. 

3. This Second 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 SECOND 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 Second Amendment shall become effective on the date (the
“Second 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 Second Amendment (including, without limitation, the reasonable fees and expenses of White & Case LLP). 

7. From and after the Second 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 Second Amendment as of the date first above written. 
  

			
	ATWOOD OCEANICS, INC.
		
	By:	 	 /s/ Mark L. Mey

		 	Name: Mark L. Mey
		 	Title: Senior Vice President and Chief Financial Officer
	
	ATWOOD OFFSHORE WORLDWIDE LIMITED
		
	By:	 	 /s/ Noel Baldwin

		 	Name: Noel Baldwin
		 	Title: Director


 Signature page to Second 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/ Justin K. Martin

		 	Name: Justin K. Martin
		 	Title: Assistant Vice President


 Signature page to Second Amendment to Credit Agreement 







  

			
	SIGNATURE PAGE TO THE SECOND 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 Second Amendment to Credit Agreement 







  

			
	SIGNATURE PAGE TO THE SECOND 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/ Guillaume Deve

		 	Name: Guillaume Deve
		 	Title: Managing Director
		
	By:	 	 /s/ Sriram Chandrasekaran

		 	Name: Sriram Chandrasekaran
		 	Title: Vice President


 Signature page to Second Amendment to Credit Agreement 







  

			
	SIGNATURE PAGE TO THE SECOND 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 Second Amendment to Credit Agreement 







  

			
	SIGNATURE PAGE TO THE SECOND 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/ Alex Verdone

		 	Name: Alex Verdone
		 	Title: Associate


 Signature page to Second Amendment to Credit Agreement 







  

			
	SIGNATURE PAGE TO THE SECOND 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/ Haakon Risholm

		 	Name: Haakon Risholm
		 	Title: Senior Vice President
		
	By:	 	 /s/ Stian Lovseth

		 	Name: Stian Lovseth
		 	Title: First Vice President


 Signature page to Second Amendment to Credit Agreement 







  

			
	SIGNATURE PAGE TO THE SECOND 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/ Koby West

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

		 	Name: Bruce Robinson
		 	Title: Vice President


 Signature page to Second Amendment to Credit Agreement 







  

			
	SIGNATURE PAGE TO THE SECOND 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 Second Amendment to Credit Agreement 







  

			
	SIGNATURE PAGE TO THE SECOND 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/ Natalja Formuzala

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

		 	Name: Alexander Schaffert
		 	Title: Senior Vice President


 Signature page to Second Amendment to Credit Agreement 







  

			
	SIGNATURE PAGE TO THE SECOND 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 L. Polvado

		 	Name: Timothy L. Polvado
		 	Title: Senior Managing Director
		
	By:	 	 /s/ Carlos Quinteros

		 	Name: Carlos Quinteros
		 	Title: Managing Director



  
 Signature
page to Second Amendment to Credit Agreement 








  

			
	SIGNATURE PAGE TO THE SECOND 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
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	SIGNATURE PAGE TO THE SECOND 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 Second Amendment to Credit Agreement 








  

			
	SIGNATURE PAGE TO THE SECOND 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 ENSKILDA BANKEN AB (PUBL):
		
	By:	 	 /s/ Erling Amundsen

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

		 	Name: Per Olav Bucher-Johannessen
		 	Title: Authorized Person



  
 Signature
page to Second Amendment to Credit Agreement 








  

			
	SIGNATURE PAGE TO THE SECOND 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/ Laudahn, Manuela

		 	Name: Laudahn, Manuela
		 	Title: Assistant Director
		
	By:	 	 /s/ Somitsch, Stephan

		 	Name: Somitsch, Stephan
		 	Title: Director



  
 Signature
page to Second Amendment to Credit Agreement 








  

			
	SIGNATURE PAGE TO THE SECOND 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 Second Amendment to Credit Agreement 








  

			
	SIGNATURE PAGE TO THE SECOND 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 Second Amendment to Credit Agreement