Atwood Oceanics (ATW)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     (a)     On November 24, 2008, Atwood Oceanics, Inc. (the “Registrant), and its wholly-owned subsidiary, Atwood Oceanics Pacific Limited (“AOPL”), executed an Amended and Restated First Amendment to their current credit agreement dated October 26, 2007, providing for a secured 5-year $300,000,000 revolving loan facility with Nordea Bank Finland plc, New York Branch, as Administrative Agent for the lenders, Lead Arranger and Book Runners (as amended, the “2007 Credit Agreement”). This loan facility matures in October 2012. The Amended and Restated First Amendment to the 2007 Credit Agreement principally provides for additional permitted indebtedness not to exceed $300,000,000 and amends certain provisions relating to permitted liens and permitted intercompany transfers of certain assets. Currently, the amount borrowed under the 2007 Credit Agreement is $200,000,000. A copy of the Amended and Restated First Amendment to the 2007 Credit Agreement is filed herewith as Exhibit 10.1.
 
     (b)     On November 25, 2008, the Registrant, as guarantor, and AOPL, as borrower, entered into a new credit agreement with several banks with Nordea Bank Finland plc, New York Branch, as Administrative Agent for the lenders, Lead Arranger and Book Runner (the “2008 Credit Agreement”). The 2008 Credit Agreement provides for a secured 5-year $280,000,000 reducing revolving loan facility with maturity in November 2013, subject to acceleration upon certain specified events of defaults, including breaches of representations or covenants. The commitment under the 2008 Credit Agreement may be increased by up to $20,000,000 for a total commitment of $300,000,000. Loans under this new 2008 facility will bear interest at 1.50% over the Eurodollar Rate. At closing, the collateral for the 2008 Credit Agreement consists primarily of preferred mortgages on two of AOPL’s active drilling units (the ATWOOD FALCON and ATWOOD SOUTHERN CROSS). The ATWOOD AURORA will be mortgaged upon delivery expected in December 2008. In the interim between closing of the 2008 Credit Agreement and delivery of the rig, AOPL has collaterally assigned its interest in the construction agreement for the ATWOOD AURORA as security for the 2008 Credit Agreement. The 2008 Credit Agreement contains various financial covenants that, among other things, require the maintenance of certain leverage and interest expense coverage ratios. This new credit facility under the 2008 Credit Agreement along with the existing credit facility under the 2007 Credit Agreement will provide funding for the three drilling units currently under construction (including the ATWOOD AURORA and two deepwater semisubmersibles), for future growth opportunities and for general corporate needs. Currently no funds have been borrowed under the 2008 Credit Agreement. A copy of the 2008 Credit Agreement is filed herewith as Exhibit 10.2.

SECTION 2 – FINANCIAL INFORMATION
 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On August 19, 2008, Atwood Oceanics, Inc. (the “Registrant), as guarantor, and its wholly-owned subsidiary, Atwood Oceanics Pacific Limited (“AOPL”), as borrower, executed a first amendment to their current credit agreement for a 5-year $300,000,000 revolving loan facility with several banks with Nordea Bank Finland PLC, New York Branch, as Administrator Agent for the lenders (the “Credit Agreement”). The loan facility matures in October 2012. The first amendment provides for additional permitted indebtedness not to exceed $300,000,000 and amends certain provisions relating to permitted liens. Currently, the amount borrowed under the Credit Agreement is $170,000,000. A copy of the first amendment to the Credit Agreement is filed herewith as Exhibit 10.1.
 

SECTION 2 – FINANCIAL INFORMATION
 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On July 4, 2008, Atwood Oceanics Pacific Limited (“AOPL”), a wholly-owned subsidiary of Atwood Oceanics, Inc. (the “Company”), executed a construction contract with Jurong Shipyard Pte. Ltd. (“Jurong”) to construct a Friede & Goldman ExD Millennium Dynamically Positioned Semisubmersible Drilling Unit. This new rig is to be built for a water depth rating of 10,000 feet and scheduled for delivery in mid-2012. The rig will be constructed at Jurong’s shipyard in Singapore where AOPL is currently constructing a conventionally moored semisubmersible drilling unit (of the same ExD design) scheduled for delivery in early 2011 and which is already contracted with Chevron Australia. AOPL estimates the total cost of the new rig (including administrative and overhead costs and capitalized interest) will be $750 million to $775 million payable in installments tied to completion of certain milestones. Financing for the rig construction will be provided from a combination of ongoing cash flows of AOPL and debt, as necessary, from AOPL’s current US$300,000,000 credit facility. The Company will consider whether any additional debt may be necessary in connection with fleet expansion. This rig will become the eleventh Company owned mobile offshore drilling unit. AOPL has an option for a third rig with Jurong which requires commitment within 180 days of the execution of the subject construction contract, but no determination has been made at this time whether that option will be exercised.
 

SECTION 2 – FINANCIAL INFORMATION
 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     In December 2007, our wholly owned subsidiary, Atwood Oceanics Pacific Limited (“AOPL”), was awarded a contract by Chevron Australia Pty. Ltd. to provide a newly constructed Mobile Offshore Semisubmersible Drilling Unit for a firm three (3) year period, with an option to extend the firm period to six (6) years (which must be exercised within seven (7) days of delivery of the rig from the shipyard). The contract provides for an operating dayrate of approximately $470,000, if the firm commitment is three (3) years, and approximately $450,000, if the option is exercised to extend the firm commitment period to six (6) years. Both dayrates are subject to adjustment pursuant to cost escalation provisions of the contract.
 
      To provide the drilling rig required by this contract, AOPL has executed a construction contract with Jurong Shipyard Pte. Ltd. (“Jurong”) to construct a Friede & Goldman ExD Millennium Semisubmersible Drilling Unit. The new rig will be constructed at Jurong’s shipyard in Singapore, with delivery expected to occur in early 2011. AOPL estimates the total cost of the rig (including administrative and overhead costs and capitalized interest) will be $570 million to $590 million. Financing for the rig construction will be provided from a combination of ongoing cash flow of AOPL and debt, as necessary, from the US$300,000,000 Credit Agreement of AOPL recently arranged with several banks. The new rig will be able to conventionally moor in up to 6,000 feet of water with its own mooring equipment and with pre-laid mooring equipment could work in up to 8,000 feet of water. This rig will become the tenth Company owned mobile offshore drilling unit. The Company has an option for a second rig with Jurong which requires exercise by the Company prior to June 30, 2008. No determination has been made by the Company at this time as to whether the option will be exercised.

SECTION 2 – FINANCIAL INFORMATION
 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On October 26, 2007, Atwood Oceanics, Inc. (the “Registrant”), as guarantor, and its wholly-owned subsidiary, Atwood Oceanics Pacific Limited, as borrower, entered into a credit agreement with several banks with Nordea Bank Finland PLC, New York Branch, as Administrative Agent for the lenders, Lead Arranger and Book Runner. The credit agreement provides for a secured 5-year $300,000,000 non-amortizing revolving loan facility with maturity in October 2012, subject to acceleration upon certain specified events of defaults, including breaches of representations or covenants. Loans under the facility will bear interest at varying rates ranging from 0.70% to 1.25% over Eurodollar Rate, depending upon the ratio of outstanding debt to earnings before interest, taxes and depreciation. The collateral for the credit agreement consists primarily of preferred mortgages on three of our active drilling units (ATWOOD EAGLE, ATWOOD HUNTER and ATWOOD BEACON). The credit agreement contains various financial covenants that, among other things, require the maintenance of certain leverage and interest expense coverage ratios. The credit facility will provide funding for future growth opportunities and for general corporate needs. Currently, no funds have been borrowed under the credit facility. A copy of the credit agreement is filed herewith as Exhibit 10.1.