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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Date of Report (Date of earliest event reported): June 3, 1996 (May 31, 1996)
Commission File Number: 0-18309
------------------------
MARINE DRILLING COMPANIES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2558926
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE SUGAR CREEK CENTER BLVD. -- SUITE 600, SUGAR LAND, TEXAS 77478-3556
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 243-3000
________________________________________________________________________________
(Former name if changed since last report)
________________________________________________________________________________
(Former address if changed since last report)
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ITEM 5. OTHER EVENTS
A. On May 31, 1996, the Company extended the term and
restructured certain provisions of a credit agreement
between one of the Company's subsidiaries and The CIT
Group/Equipment Financing, Inc.
ITEM 7(c). EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
99.12 Amendment No. 1 dated as of May 31, 1996 (including certain exhibits thereto) to the
Loan Agreement dated as of December 1, 1994 among Keyes Holding Corporation (Borrower),
Marine Drilling Companies, Inc. (Guarantor) and The CIT Group/Equipment Financing, Inc.
99.13 Amendment No. 1 dated as of May 31, 1996 to the Guaranty dated as of December 31, 1996
made by the Company in favor of The CIT Group/Equipment Financing, Inc.
</TABLE>
-2-
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MARINE DRILLING COMPANIES, INC.
(Registrant)
Date: June 3, 1996 By: /s/ WILLIAM H. FLORES
----------------------------------------
William H. Flores
Senior Vice President -
Chief Operating Officer,
Chief Financial Officer and
Director
(Principal Financial Officer)
-3-
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
- ------- ----------
<S> <C>
99.12 Amendment No. 1 dated as of May 31, 1996 (including certain exhibits thereto) to the Loan
Agreement dated as of December 1, 1994 among Keyes Holding Corporation (Borrower), Marine
Drilling Companies, Inc. (Guarantor) and The CIT Group/Equipment Financing, Inc.
99.13 Amendment No. 1 dated as of May 31, 1996 to the Guaranty dated as of December 31, 1996 made by
the Company in favor of The CIT Group/Equipment Financing, Inc.
</TABLE>
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EXHIBIT 99.12
AMENDMENT NO. 1
TO
LOAN AGREEMENT
AMENDMENT NO. 1 dated as of May 31, 1996 ("Amendment No. 1") to the
Loan Agreement dated as of December 1, 1994 (the "Loan Agreement"), among KEYES
HOLDING CORPORATION, a Delaware corporation (the "Borrower"), MARINE DRILLING
COMPANIES, INC., a Texas corporation (the "Guarantor") and THE CIT
GROUP/EQUIPMENT FINANCING, INC., a New York corporation (the "Lender").
W I T N E S S E T H:
WHEREAS, pursuant to the Loan Agreement, the Lender made available to
the Borrower a loan of up to USD 35,000,000 as evidenced by the secured
promissory note of the Borrower dated December 1, 1994 (the "Note");
WHEREAS, the parties hereto wish to amend the Loan Agreement in order
to modify the repayment terms of the Loan, extend the maturity of the Loan and
make other changes to the provisions of the Loan Agreement;
NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Loan Agreement as follows:
1. Definitions. The Definitions of the Loan Agreement are hereby
amended as follows:
(a) The definition of "Loan Documents" is hereby
amended to read as follows:
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"Loan Documents" means the Loan Agreement, the
Mortgage, the Guaranty, the Note and the Amendment
Documents.
(b) The definition of "Maturity Date" is hereby
amended to read as follows:
"Maturity Date" means June 1, 2002.
(c) The definition of "Revolving Loan
Availability Period" is hereby amended to read as follows:
"Revolving Loan Availability Period" means the period
of time beginning on the Closing Date and ending on
June 1, 1997.
(d) The definition of "Term Loan Conversion Date"
is hereby amended to read as follows:
"Term Loan Conversion Date" means June 1, 1997.
(e) The following new definitions are hereby
added to the Definitions of the Loan Agreement:
"Availability Reduction Dates" means September 1,
1996, December 1, 1996, March 1, 1997 and June 1,
1997.
"Amendment Date" means the date on which the
conditions precedent contained in Section 5 of
Amendment No. 1 are fulfilled and the modifications
to the Loan Agreement contemplated by Amendment No. 1
became effective.
"Amendment Documents" means Amendment No. 1,
Endorsement No. 1, the Guaranty Amendment and the
Mortgage Amendment.
"Endorsement No. 1" means Endorsement No. 1 to the
Note, substantially in the form of Exhibit A attached
to Amendment No. 1.
"Guaranty Amendment" means Amendment No. 1 to the
Guaranty, substantially in the form of Exhibit B
attached to Amendment No. 1.
"Mortgage Amendment" means Supplement No. 1 to the
First Preferred Fleet Mortgage on the Vessels,
substantially in the form of Exhibit C attached to
Amendment No. 1.
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2. Revolving Loan Period. Section 1.02 of the Loan Agreement is
hereby amended by adding a new subsection (c) as follows:
"(c)(i) The amount available to be drawn by the Borrower
during the Revolving Loan Availability Period shall be
permanently reduced by four (4) consecutive quarterly
reductions of USD 1,750,000 each on each Availability
Reduction Date. Such reductions in the amount available to be
drawn by the Borrower during the Revolving Loan Availability
Period shall be irrespective of whether any amounts are
outstanding under this Agreement and irrespective of whether
any repayment is due by the Borrower under Section 1.02(c)(ii)
below.
(ii) If the amount outstanding under this Agreement on any
Availability Reduction Date is greater than the amount
provided for in Section 1.01 above (after taking into account
any reduction under Section 1.02(c)(i) above), the Borrower
shall reduce the amount outstanding under this Agreement by a
payment of such excess on such Availability Reduction Date
together with any interest accrued on such amount."
3. Non-utilization Fee. Section 1.03(b) is hereby amended by
changing the reference to "two percent (2%)" in such Section to "one and a half
percent (1 1/2%)."
4. Term Loan Repayment. Section 1.03(c) is hereby amended to
read as follows:
"(c) The Borrower shall repay the principal amount of the
Note in sixty (60) consecutive monthly installments, each such
installment to be paid by the Borrower to the Lender on a
Payment Date commencing June 1, 1997 and ending on the
Maturity Date. The amount of principal to be repaid on each
Payment Date shall be the amount necessary to amortize over
sixty (60) equal monthly installments all amounts of the Loan
outstanding on the Term Loan Conversion Date; provided,
however, that the final installment shall be sufficient to
repay all amounts outstanding under this Agreement and the
Note."
5. Conditions Precedent.
5.1 Documents Required as Conditions Precedent to Amendment No. 1.
The effectiveness of the modifications to the Loan Agreement contemplated by
this Amendment No. 1 are subject to the conditions precedent that the Lender
shall have received at or prior to the Amendment Date all of the following,
each dated on or before the Amendment Date and each in form and substance
satisfactory to the Lender and its counsel:
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(a) Each of the Amendment Documents shall have been
duly authorized and executed with original counterparts
thereof delivered to the Lender.
(b) The Borrower and the Guarantor shall have
delivered to the Lender evidence of good standing, certified
copies of their Certificates of Incorporation, certificates of
incumbency and duly certified resolutions of their respective
Boards of Directors and all such other corporate documentation
authorizing each of them to enter into the transactions
contemplated by Amendment No. 1.
(c) The Lender shall have received opinions from
counsel to the Borrower and the Guarantor, as the case may be,
and an opinion of its special counsel, Gardere Wynne Sewell &
Riggs, L.L.P., each in form and substance satisfactory to the
Lender.
(d) The representations and warranties contained
in Section 6 of this Amendment No. 1 and in each other
Amendment Document shall be true on the Amendment Date with
the same effect as though such representations and warranties
had been made on and as of such date, and no Event of Default
specified in Article IV, of the Loan Agreement and no event
which, with the lapse of time or the notice and lapse of time
specified in Article IV of the Loan Agreement, would become
such an Event of Default, shall have occurred and be
continuing.
(e) All orders, consents, approvals, licenses,
authorizations and validations of, and filings, recordings and
registrations with and exemptions by any Governmental Agency
or any Person (other than any routine filings which may be
required after the date hereof with appropriate governmental
authorities
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in connection with the operation of the Vessels) required to
(i) authorize the execution, delivery and performance by the
Borrower and the Guarantor of the Amendment Documents to which
they are parties, (ii) continue the perfection and priority of
the Mortgage and the Assignments or (iii) prevent the
execution, delivery and performance by the Borrower and the
Guarantor of the Amendment Documents to which they are parties
from resulting in a breach of any of the terms or conditions
of, or resulting in the imposition of any lien, charge or
encumbrance upon any properties of the Borrower and the
Guarantor pursuant to, or constituting a default (with due
notice or lapse of time or both), or resulting in an
occurrence of any event for which any holder or holders of
Indebtedness may declare the same due and payable under, any
indenture, agreement, order, judgment or instrument under
which the Borrower or the Guarantor are a party (other than
the Mortgage or the Assignments) or to the Borrower's
knowledge after due inquiry by which either of the Borrower or
the Guarantor or their property may be bound or affected, or
under the Certificates of Incorporation or Bylaws of the
Borrower or the Guarantor, shall have been obtained or made.
(f) Evidence of the payment of the extension fee
referred to in Section 7(a) below.
5.2 Waiver of Conditions Precedent. All of the conditions precedent
contained in this Section 5 are for the sole benefit of the Lender and the
Lender may waive any of them in its absolute discretion and on such conditions
as it deems proper.
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<PAGE> 6
6. Representations of the Borrower and Guarantor. The Borrower
and the Guarantor represent and warrant that:
(a) Each is a corporation, duly organized and
validly existing in good standing under the laws of the of its
state of incorporation, and has the requisite power and
authority (i) to carry on its business as presently conducted,
(ii) to enter into and perform its obligations under each
Amendment Document to which it is a party, and (iii) to borrow
moneys.
(b) The execution, delivery and performance by
the Borrower and the Guarantor of each Amendment Document to
which it is a party, and any other instrument or agreement
provided for by this Amendment No. 1 to which the Borrower or
the Guarantor is a party, have been duly authorized by all
necessary corporate action, do not require stockholder
approval other than such as has been duly obtained or given,
do not or will not contravene any of the terms of its Articles
of Incorporation or Bylaws, and will not violate any provision
of law or of any order of any court or governmental agency or
constitute (with or without notice or lapse of time or both) a
default under, or result (except as contemplated by this
Amendment No. 1) in the creation of any security interests,
lien, charge or encumbrance upon any of its properties or
assets pursuant to, any agreement, indenture or other
instrument to which it is a party or by which it may be bound;
this Amendment No. 1 and each Amendment Document to which it
is a party has been duly executed and delivered by the
Borrower or the Guarantor and constitutes its legal, valid and
binding agreement or instrument, enforceable in accordance
with the respective terms thereof. The enforceability of this
Amendment No. 1, however, is subject to all applicable
bankruptcy, insolvency,
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reorganization, moratorium, and other laws affecting the
rights of creditors and to general equity principles.
(c) There are no suits or proceedings pending or
to its knowledge threatened against or affecting the Borrower
or the Guarantor which if adversely determined would have a
material adverse effect upon its financial condition,
operations or business.
(d) The principal place of business of the
Borrower and the place where all records relating to the
transactions contemplated hereby, including records relating
to the chartering and operations of the Vessels are kept is
One Sugar Creek Center Boulevard, Suite 600, Sugar Land, Texas
77478.
(e) Other than such as have been obtained, no
license, consent or approval of any Governmental Agency or
other regulatory authority is required for the execution,
delivery or performance of this Amendment No. 1 or any other
Amendment Document or any instrument contemplated herein or
therein. The Borrower and the Guarantor are the holders of
all certificates and authorizations of governmental
authorities required by law to enable them to engage in the
business transaction by them.
7. Fees and Expenses.
(a) The Borrower agrees to pay to the Lender an
extension fee of USD 87,500.00 payable on the Amendment Date.
(b) The Borrower agrees to promptly, whether or
not the modifications to the Loan Agreement contemplated by
this Amendment No. 1 become effective, (x) reimburse the
Lender for all fees and disbursements of external counsel to
the
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Lender and all reasonable out-of-pocket fees and disbursements
of the Lender incurred in connection with the preparation,
execution and delivery of the Amendment Documents and all
other documents referred to therein, and all amendments or
waivers to or termination of the Amendment Documents or any
agreement referred to herein; and (y) reimburse the Lender for
all fees and disbursements of internal and external counsel to
the Lender and all reasonable out-of-pocket fees,
disbursements and travel- related expenses of the Lender
incurred in connection with the protection of the rights of
the Lender under the Amendment Documents, and all other
documents referred to therein, whether by judicial proceedings
or otherwise. The obligations of the Borrower under this
Section 7 shall survive payment of the Loan.
8. Wherever and in each such place the terms "this Agreement" or
"Loan Agreement" are used through the Loan Agreement, such term shall be read
to mean the Loan Agreement as amended by this Amendment No. 1.
9. Except as specifically amended by this Amendment No. 1, all of
the terms and provisions of the Loan Agreement shall remain in full force and
effect.
10. All capitalized terms used herein but not defined herein shall
have the meanings given to them in the Loan Agreement.
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11. THIS AMENDMENT NO. 1 TO LOAN AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 1 on the date first written above.
KEYES HOLDING CORPORATION
BY:_____________________________________
NAME: Joan R. Smith
TITLE: Vice President
MARINE DRILLING COMPANIES, INC.
BY:_____________________________________
NAME: Joan R. Smith
TITLE: Vice President
THE CIT GROUP/EQUIPMENT FINANCING, INC.
BY:_____________________________________
NAME:________________________________
TITLE:_______________________________
9
<PAGE> 10
EXHIBIT A TO AMENDMENT NO. 1
TO LOAN AGREEMENT
ENDORSEMENT NO. 1
Endorsement No. 1 dated May 31, 1996, to the Promissory Note dated
December 1, 1994, (the "Note") in the principal amount of USD 35,000,000 from
KEYES HOLDING CORPORATION (the "Borrower") in favor of THE CIT GROUP/EQUIPMENT
FINANCING, INC. (the "Lender") under the Loan Agreement dated as of December 1,
1994, and Amendment No. 1 dated as of May 31, 1996 (as so amended, the "Loan
Agreement").
The Note is hereby amended, effective the date hereof, as follows:
1. All amounts outstanding under the Note shall be
payable on or before June 1, 2002.
2. Wherever and in each place the term "Loan Agreement"
is used in the Note, such term shall be read to mean the Loan
Agreement as amended by Amendment No. 1 to Loan Agreement dated as of
May 31, 1996.
3. Wherever and in each place the term "Note" is used
in the Note, it shall be read to mean the Note as amended by this
Endorsement No. 1.
IN WITNESS WHEREOF, the parties hereto have executed this Endorsement
No. 1 the day and year first above written.
KEYES HOLDING CORPORATION
BY:_____________________________________
NAME: Joan R. Smith
TITLE: Vice President
THE CIT GROUP/EQUIPMENT FINANCING, INC.
BY:_____________________________________
NAME:________________________________
TITLE:_______________________________
<PAGE> 11
EXHIBIT C TO AMENDMENT NO. 1
TO LOAN AGREEMENT
SUPPLEMENT NO. 1
to
FIRST PREFERRED FLEET MORTGAGE
SUPPLEMENT NO. 1 dated May 31, 1996 ("Supplement No. 1"), by KEYES HOLDING
CORPORATION, a Delaware corporation with its principal place of business at One
Sugar Creek Center Boulevard, Suite 600, Sugar Land, Texas 77478 (the
"Mortgagor") to THE CIT GROUP/EQUIPMENT FINANCING, INC., a New York corporation
with an office at 1211 Avenue of the Americas, New York, NY 10036 (the
"Mortgagee").
W I T N E S S E T H:
WHEREAS, the Mortgagor has executed and delivered to the Mortgagee the
First Preferred Fleet Mortgage dated December 1, 1994 (the "Mortgage" and the
terms herein, unless otherwise defined, being used as defined in the Mortgage);
and
WHEREAS, by the Mortgage the Mortgagor mortgaged to the Mortgagee the
U.S. flag drilling rigs MARINE 300, Official No. 636379, MARINE 301, Official
No. 640126 and MARINE 303, Official No. 651994 (as more fully described in the
Mortgage), to secure, among other things, payment of all amounts due and owing
under the Loan Agreement dated as of December 1, 1994 and the Note dated
December 1, 1994; and
WHEREAS, the Mortgage was recorded on December 1, 1994 at 1:22 p.m. at
the United States Coast Guard Vessel Documentation Office at the Port of
Houston, Texas, in Book B-94/12, page 455; and
WHEREAS, pursuant to Amendment No. 1 to Loan Agreement dated as of May
31, 1996 ("Amendment No. 1") the Mortgagee has agreed to extend the Maturity
Date of the Loan secured by the Mortgage to June 1, 2002 and to make other
charges to the provisions of the Loan Agreement; and
WHEREAS, the Note has been amended by Endorsement No. 1 dated May 31,
1996 ("Endorsement No. 1"); and
WHEREAS, the execution and delivery of this Supplement No. 1 have been
duly authorized and all conditions and requirements necessary to make this
instrument a valid and binding agreement and to effect the modifications of the
Mortgage provided herein and to continue the Mortgage, as supplemented and
amended by this Supplement No. 1, as a valid, binding and legal first preferred
fleet mortgage for the security of all amounts due under the Loan Agreement and
the Note, have been duly performed and complied with:
NOW, THEREFORE, THIS SUPPLEMENT WITNESSETH:
ARTICLE FIRST
SECTION 1. The form of Loan Agreement as Annex I to the Mortgage is
hereby amended by adding to it Amendment No. 1 in the form of Exhibit A to this
Supplement No. 1.
<PAGE> 12
SECTION 2. The form of Note as Exhibit A to Annex I of the Mortgage
is hereby amended by adding to it Endorsement No. 1 in the form of Exhibit B to
this Supplement No. 1.
SECTION 3. For the purpose of recording the Mortgage, as the same is
hereby supplemented, as required by 46 U.S. Code Ch. 313, the total amount
remains Thirty Five Million United States Dollars (USD 35,000,000) plus
interest, costs, expenses and performance of mortgage covenants; the discharge
amount is the same as the total amount; and there is no separate discharge
amount.
ARTICLE SECOND
SECTION 1. All of the covenants and agreements on the part of the
Mortgagor which are set forth in, and all the rights, privileges, powers and
immunities of the Mortgagee which are provided for in the Mortgage are
incorporated herein and shall apply to the Vessels hereby and heretofore
subjected to the lien of the Mortgage and otherwise with the same force and
effect as though set forth at length in this supplement.
SECTION 2. This instrument is executed as and shall constitute an
instrument supplemental to the Mortgage, and shall be construed in connection
with and as part of the Mortgage.
SECTION 3. Except as modified and expressly amended by this Supplement
No. 1 and any other supplement, the Mortgage is in all respects ratified and
confirmed and all the terms, provisions and conditions thereof shall be and
remain in full force and effect.
SECTION 4. This Supplement No. 1 may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed to
be an original.
IN WITNESS WHEREOF, this Supplement No. 1 has been executed and
delivered the day and year first above written.
KEYES HOLDING CORPORATION
BY:_____________________________________
NAME: Joan R. Smith
TITLE: Vice President
THE CIT GROUP/EQUIPMENT FINANCING, INC.
BY:_____________________________________
NAME:___________________________________
TITLE:__________________________________
2
<PAGE> 13
STATE OF TEXAS )
) ss.:
COUNTY OF FORT BEND )
On this 31st day of May, 1996, before me personally came Joan R.
Smith, to me known, who, being by me duly sworn, did depose and say that her
address is One Sugar Creek Center Blvd., Sugar Land, Texas 77478; that she is
Vice President of Keyes Holding Corporation, the corporation described in and
which executed the foregoing instrument; and that she signed her name thereto
pursuant to authority granted to her by the Board of Directors of said
corporation.
______________________________
(Notary Public)
3
<PAGE> 14
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On this 31st day of May, 1996, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that his address is Two Lincoln Center, Suite 200, 5420 LBJ Freeway, Dallas,
Texas 75240; that he is _________________ of The CIT Group/Equipment Financing,
Inc., the corporation described in and which executed the foregoing instrument;
and that he signed his name thereto pursuant to authority granted to him by the
Board of Directors of said corporation.
___________________________________
(Notary Public)
4
<PAGE> 1
EXHIBIT 99.13
EXHIBIT B TO AMENDMENT NO. 1
TO LOAN AGREEMENT
AMENDMENT NO. 1 TO GUARANTY
Amendment No. 1 dated as of May 31, 1996 to the Guaranty dated as of
December 1, 1994 (the "Guaranty"), made by MARINE DRILLING COMPANIES, INC., a
corporation organized and existing under the laws of the State of Texas (the
"Guarantor"), in favor of THE CIT GROUP/EQUIPMENT FINANCING, INC. (the
"Lender").
WHEREAS, KEYES HOLDING CORPORATION, a Delaware corporation (the
"Borrower"), a wholly-owned subsidiary of the Guarantor, entered into the Loan
Agreement dated as of December 1, 1994 (the "Loan Agreement"), providing for a
loan of USD 35,000,000 by the Lender to the Borrower (the "Loan"); and
WHEREAS, the Lender, the Borrower and the Guarantor have agreed to
amend the Loan Agreement in order to extend the Maturity Date of the Loan,
modify the repayment terms of the Loan and make other changes in the provisions
of the Loan Agreement; and
WHEREAS, the Borrower, the Lender and the Guarantor have agreed to the
terms of Amendment No. 1 to the Loan Agreement dated as of May 31, 1996
("Amendment No. 1") and the Borrower and the Lender have agreed to the terms of
Endorsement No. 1 to the Note dated May 31, 1996 ("Endorsement No. 1") to,
among other things, reflect the changes described above; and
WHEREAS, it is to the corporate benefit of the Guarantor that the
Borrower enter into Amendment No. 1 and Endorsement No. 1; and
WHEREAS, in order to induce the Lender to enter into Amendment No. 1
and Endorsement No. 1, the Guarantor is prepared to guarantee the performance
by the Borrower
<PAGE> 2
of its obligations under the Loan Agreement, as amended by Amendment No. 1, and
under the Note, as amended by Endorsement No. 1; and
WHEREAS, the Lender is prepared to enter into Amendment No. 1 and
Endorsement No. 1 in consideration, among other things, of the continuing
guaranty by the Guarantor of the obligations of the Borrower under the Loan
Agreement, as amended by Amendment No. 1, and under the Note, as amended by
Endorsement No. 1.
NOW THEREFORE, IN CONSIDERATION OF THE PREMISES, the Guarantor and the
Lender hereby agree as follows:
1. All references in the Guaranty to the Loan Agreement
shall mean the Loan Agreement as amended by Amendment No. 1.
2. All references in the Guaranty to the Note shall mean
the Note as amended by Endorsement No. 1.
3. The Guarantor hereby acknowledges receipt of
Amendment No. 1 and Endorsement No. 1 in execution form and hereby
consents and agrees to both of them and to all the terms and
provisions thereof.
4. Except as otherwise provided herein or as waived in
writing by the Lender, the Representations and Warranties contained in
Section 7 of the Guaranty made by the Guarantor in favor of the Lender
are correct on and as of the date of this Amendment No. 1 to Guaranty
as though made on and as of such date and the Guarantor is in
compliance with all of the Covenants contained in Section 3.03 of
the Loan Agreement.
2
<PAGE> 3
5. All capitalized terms used in this Amendment No. 1 to
Guaranty which are not defined herein shall have the meanings given to
them in the Loan Agreement, as amended.
6. This Amendment No. 1 to Guaranty shall be governed
by, and construed in accordance with, the internal laws of the State
of New York.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Amendment No. 1 to Guaranty, as of the date first above written.
MARINE DRILLING COMPANIES, INC.
BY:_____________________________________
NAME: Joan R. Smith
TITLE: Vice President
THE CIT GROUP/EQUIPMENT FINANCING, INC.
BY:_____________________________________
NAME:_______________________________
TITLE:______________________________
3
