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EXHIBIT 4.8
FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER
TO MORTGAGES
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER TO
MORTGAGES (this “Amendment”
) is dated as of August 4, 2006 and is entered into by and among
J.
RAY MCDERMOTT, S.A. , a Panamanian corporation (the “
Borrower” ),
CERTAIN FINANCIAL
INSTITUTIONS listed on the signature pages hereto (the
“Lenders”
), and CREDIT
SUISSE, CAYMAN ISLANDS BRANCH , as Administrative Agent (in
such capacity, “Administrative
Agent” ) and as Collateral Agent (in such capacity,
“Collateral
Agent” ), and is made with reference to (i) that
certain CREDIT
AGREEMENT dated as of June 6, 2006 (as amended through the
date hereof, the “Credit
Agreement” ) by and among Borrower, Lenders,
Administrative Agent and the other agents party thereto and (ii)
the Mortgages with respect to the Mortgaged Vessels executed in
connection with the Credit Agreement. Capitalized terms used herein
without definition shall have the same meanings herein as set forth
in the Credit Agreement after giving effect to this
Amendment.
RECITALS
WHEREAS, the Borrower has requested that Requisite Lenders
agree to (i) amend certain provisions of the Credit Agreement as
provided for herein and (ii) waive certain provisions of the
Mortgages as provided for herein; and
WHEREAS, subject to certain conditions, Requisite Lenders
are willing to agree to (i) such amendment relating to the Credit
Agreement and (ii) such waiver relating to the
Mortgages.
NOW, THEREFORE , in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties
hereto agree as follows:
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1.1
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Amendments to Section
1: Definitions .
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A. Section
1.1 of the Credit Agreement is hereby amended by adding the
following definitions in proper alphabetical sequence:
“First Amendment” means that certain First
Amendment to Credit Agreement and Limited Waiver to Mortgages dated
as of August 4, 2006 among Borrower, Administrative Agent and the
Lenders on the signature pages thereto.
“First Amendment Effective Date” means the date
of satisfaction of the conditions referred to in Section III of the
First Amendment.
B. The
definition of “ EBITDA ” set
forth in Section 1.1 of the Credit Agreement is hereby amended by
deleting the word “and” before subclause (vi) in clause
(a) thereof and inserting a new subclause (vii) as
follows:
“ and
(vii) the amount of any prepayment premiums paid
in connection with the tender offer for the Borrower’s
Existing Secured Notes;”.
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SECTION II.
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LIMITED WAIVER
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Subject
to the terms and conditions set forth herein and in reliance
on the representations and warranties of the Borrower herein
contained, effective upon satisfaction of the conditions
precedent set forth in Section III below, Requisite Lenders
hereby consent to the waiver of the requirements of the first
sentence of Article I
, Section
15(b) of each Mortgage of a Mortgaged Vessel with
respect to the requirements to furnish to the Collateral Agent
a mortgagee’s single interest policy providing coverage
in an amount equal to at least 105% of the amount of the
Insured Value (as defined in each such Mortgage) of all
Mortgaged Vessels; provided , the
Borrower shall furnish to the Collateral Agent a
mortgagee’s single interest policy providing coverage in
an amount equal to at least 100% of the amount of the Insured
Value of all Mortgaged Vessels.
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2.2
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Limitation of
Waiver
.
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The waiver set forth above
shall be limited precisely as written and relate solely to
the waiver of the provisions of the Mortgages in the manner
and to the extent described above, and nothing in this
Amendment shall be deemed to:
(a) constitute
a waiver of compliance by Borrower with respect to any other
term, provision or condition of the Credit Agreement or any
other instrument or agreement referred to therein;
or
(b) except
as expressly set forth herein, prejudice any right or remedy
that any Agent or any Lender may now have or may have in the
future under or in connection with the Credit Agreement or any
other instrument or agreement referred to
therein.
Except
as expressly set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan
Documents shall remain in full force and effect and in all
other respects are hereby ratified and confirmed.
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SECTION III.
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CONDITIONS TO EFFECTIVENESS
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This
Amendment shall become effective as of the date hereof only
upon the satisfaction of all of the following conditions
precedent (the date of satisfaction of such conditions being
referred to herein as the “First
Amendment Effective
Date” ):
A.
Execution . Administrative Agent shall have received a
counterpart signature page of this Amendment duly
executed by each of the Borrower and Requisite
Lenders.
B.
Necessary Consents. Borrower shall have obtained all
material consents necessary or advisable in connection with
the transactions con
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