EXHIBIT 10.176
FIRST AMENDMENT TO CREDIT AGREEMENT
(Revolving Loans Credit Facility)
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated
October 3, 1997, is by and among FALCON DRILLING COMPANY, INC. a Delaware
corporation ("Falcon Drilling or Borrower"), BANQUE PARIBAS, a bank organized
under the laws of the Republic of France, ARAB BANKING CORPORATION (B.S.C.),
banking corporation organized under the laws of Bahrain, and ING (U.S.)
CAPITAL CORPORATION, a banking corporation organized under the laws of the
Netherlands.
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and the Banks are parties to the Credit
Agreement dated as of November 12, 1996 (as amended, the "Credit Agreement")
relating to a $25,000,000 Revolving Loans Credit Facility, pursuant to which,
inter alia, the Banks agreed to make certain loans available to the Borrower
upon the terms and conditions contained in the Credit Agreement;
WHEREAS, Borrower desires that the Banks modify and amend certain terms
and provisions of the Credit Agreement; and
WHEREAS, the parties hereto desire to amend the Credit Agreement in
accordance with the terms and provisions of this Amendment;
NOW, THEREFORE, for and in consideration of these premises and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Agent and the Banks hereby agree as follows:
1. Terms. All capitalized terms defined in the Credit Agreement and
not otherwise defined herein shall have the same definitions when used herein
as set forth in the Credit Agreement as amended by this Amendment.
2. Amendment to Section 1.1 of the Credit Agreement.
(a) Amendment to Definition of Applicable Margin. The definition
of "Applicable Margin" contained in Section 1.1 of the Credit Agreement
is hereby amended and restated to read in its entirety as follows:
"Applicable Margin" means (a) 0.00% per annum with respect to
ABR Loans and (b) 1.00% per annum with respect to Eurodollar Loans.
(b) Amendment to Definition of Change of Control. The definition
of "Change of Control" contained in Section 1.1 of the Credit Agreement
is hereby amended by adding at the end thereof the following proviso:
"provided, however (i) the R&B Merger shall not constitute a Change of
Control and (ii) following the R&B Merger a change in the Board of
Directors of Falcon Drilling shall in no event constitute a Change of
Control."
(c) Addition of Definition of R&B Merger. Section 1.1 of the
Credit Agreement is hereby amended by adding the following definition:
"R&B Merger" means the proposed combination of the Borrower
with Reading & ▇▇▇▇▇ Corporation, which combination will be
effected by merging one subsidiary of R&B Falcon Corporation into
Borrower and another subsidiary of R&B Falcon Corporation into
Reading & ▇▇▇▇▇ Corporation, following which Borrower and Reading &
▇▇▇▇▇ Corporation will be wholly owned subsidiaries of R&B Falcon
Corporation, and the former shareholders of Borrower and Reading &
▇▇▇▇▇ Corporation will own all of the outstanding shares of R&B
Falcon Corporation."
(d) Addition of Definition of R&B Option. Section 1.1 of the
Credit Agreement is hereby amended by adding the following definition:
"R&B Option" means the option to purchase common stock of the
Borrower granted to Reading & ▇▇▇▇▇ Corporation pursuant to that
certain FDC Corporation Stock Option Agreement dated July 10, 1997
between Borrower and Reading & ▇▇▇▇▇ Corporation."
(f) Addition of Definition of Unsecured Revolving Credit
Agreement. Section 1.1 of the Credit Agreement is hereby amended by
adding the following definition:
"Unsecured Revolving Credit Agreement" means that certain
Unsecured Revolving Credit Agreement dated as of October 3, 1997
among Borrower and each of the Banks providing for an $80,000,000
unsecured credit facility for Borrower, maturing 364 days after its
execution."
(g) Addition of Definition of Unsecured Revolving Credit Loans
Documents. Section 1.1 of the Credit Agreement is hereby amended by
adding the following definition:
"Unsecured Revolving Credit Loans Documents" means the "Loan
Documents" as such term is defined in the Unsecured Revolving
Credit Agreement.
3. Amendment to Section 2.6 of the Credit Agreement. Section 2.6 of
the Credit Agreement is amended by adding the phrase "or any amounts are due
and owing from Falcon Drilling, Inc. pursuant to the Unsecured Revolving
Credit Agreement" to the end of clause (d).
4. Amendment to Section 2.8 of the Credit Agreement. Section 2.8 of
the Credit Agreement is amended by changing the term "$250,000" contained
therein to "$1,000,000".
5. Amendment to Section 8.1 of the Credit Agreement. Paragraphs (c)
and (f) of Section 8.1 of the Credit Agreement are amended in their entirety
to read as follows:
"[DELETED]"
6. Amendment to Section 9.1(a) of the Credit Agreement. Section
9.1(a) of the Credit Agreement is amended in its entirety to read as follows:
"(a) Debt of the Borrowers and their Subsidiaries to the Banks
pursuant to the Loan Documents, Debt of Falcon Drilling to the
Acquisitions Loans Banks pursuant to the Acquisitions Loans Documents
and Debt of Falcon Drilling to the Banks pursuant to the Unsecured
Revolving Credit Loans Documents;"
7. Amendment to Section 9.3 of the Credit Agreement. Section 9.3 of
the Credit Agreement is amended by inserting the words "Except pursuant to
the R&B Merger," at the beginning of the first sentence thereof.
8. Amendment to Section 9.5 of the Credit Agreement. Section 9.5(m)
of the Credit Agreement is amended in its entirety to read as follows:
"(m) Other Investments in an aggregate amount (as to Borrower and
all of its Subsidiaries) not to exceed the following at any time
outstanding: (i) $75,000,000 minus (ii) the aggregate amount paid
by Borrower and all of its Subsidiaries after November 12, 1996 in
redemption of preferred stock or Redeemable Stock."
9. Amendment to Section 10.2 of the Credit Agreement. Section 10.2 of
the Credit Agreement is amended by substituting "$250,000,000" for
"$95,000,000" and by substituting "50%" for "75%".
10. Amendment to Section 11.1 of the Credit Agreement. Section 11.1 of
the Credit Agreement is amended by a new clause (r) as follows:
"(r) If at any time there shall have occurred and be continuing an
"Event of Default" as that term is used in the Revolving Loans
Credit Agreement or the Unsecured Revolving Credit Agreement."
11. Amendment to Section 13.23 of the Credit Agreement. Section 13.23
of the Credit Agreement is amended by deleting the phrase "▇▇. ▇▇▇▇▇▇▇" in
the fourth line there of and replacing it with the phrase "▇▇. ▇▇▇▇▇▇▇."
12. Change in amount of Commitments. The Credit Agreement is amended
by changing the amount of the Commitment of each Bank as set forth on the
signature pages of the Credit Agreement so that the Commitment of each Bank
is the amount set forth beside its name below:
BANQUE PARIBAS $9,848,484.84
ARAB BANKING CORPORATION (B.S.C.) $7,575,757.58
ING (U.S.) CAPITAL CORPORATION $7,575,757.58
13. Conditions to Effectiveness of this Amendment. The effective of
this Amendment is subject to the conditions precedent that (a) this
Amendment, the Unsecured Revolving Credit Agreement and the First Amendment
to Credit Agreement (Acquisition Loans Credit Facility) of even date herewith
between Borrower, Agent and the Banks shall have been executed and delivered
by all parties thereto, and (b) the First Amendment to "First Preferred Fleet
Ship Mortgage" (as such term is defined in the Acquisition Loans Credit
Agreement) of even date herewith between Borrower and Bank One, Texas, N.A.,
as mortgagee, shall have been executed and delivered by all parties thereto
in form and substance satisfactory to the Agent.
14. Costs. The Borrower shall pay all reasonable out-of-pocket costs
and expenses incurred by the Agent, the Co-Agent or any Bank in connection
with the negotiation, preparation, execution and consummation of this
Amendment and the transactions contemplated by this Amendment, including,
without limitation, the reasonable fees and expenses of counsel to the Agent,
the Co-Agent and the Banks.
15. Miscellaneous.
15.1 Headings. Section headings are for reference only and shall not
affect the interpretation or meanings of any provision of this Amendment.
15.2 Effect of this Amendment. The Credit Agreement, as amended by this
Amendment, shall remain in full force and effect except that any reference
therein, or in any other Loan Document referring to the Credit Agreement,
shall be deemed to refer to the Credit Agreement as amended by this
Amendment.
15.3 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL
LAW.
15.4 Counterparts. This Amendment may be executed by the different
parties hereto on separate counterparts, each of which, when so executed,
shall be deemed an original but all such counterparts shall constitute but
one and the same Amendment.
15.5 NO ORAL AGREEMENTS. THE CREDIT AGREEMENT, AS AMENDED BY THIS
AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE ENTIRE
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the date first
above written.
BORROWER:
FALCON DRILLING COMPANY, INC.
By:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President
BANQUE PARIBAS,
Individually and as Agent
By:
Name:
Title:
By:
Name:
Title:
ARAB BANKING CORPORATION (B.S.C.)
Individually and as Co-Agent
By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
ING (U.S.) CAPITAL CORPORATION
By:
▇▇▇▇▇ ▇▇▇▇▇▇▇
Managing Director