EXHIBIT 10.178
FIRST AMENDMENT TO CREDIT AGREEMENT
(Acquisition 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 $40,000,000 Acquisition 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 increase the available credit
under said facility to an aggregate of $60,000,000.
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) 0.50% per annum with respect
to ABR Loans and (b) 1.50% 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) Amendment to Definition of Drilling Rigs. The definition
of "Drilling Rigs" contained in Section 1.1 of the Credit Agreement is
hereby amended by deleting the last sentence thereof and replacing it
with the following:
As of October 3, 1997, the Drilling Rigs shall consist of the
PHOENIX I (U.S. Official No. 641320), the PHOENIX II (U.S.
Official No. 643906), the PHOENIX III (U.S. Official No. 644283),
the PHOENIX IV (U.S. Official No. 634728), the FALRIG 85 (U.S.
Official No. 604568), the FALRIG 86 (U.S. Official No. 624764)
and the ACHILLES (U.S. Official No. 643745).
(d) 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."
(e) 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
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 deleting the "and" before clause (c) in
the proviso and adding a new clause (d) as follows: "and (d) no prepayment
may be made against the Loans at any time that any amounts are due and
owing from Borrower pursuant to the Unsecured Credit Agreement."
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 2.11 of the Credit Agreement. Section 2.11
of the Credit Agreement is amended by substituting "0.375%" for "0.50%".
6. 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]"
7. Amendment to Section 9.1(a) of the Credit Agreement. Section
9.1(a) of the Credit Agreement is amended by adding the phrase "and the
Unsecured Revolving Credit Loans Documents" to the end of clause (a).
8. 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.
9. 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."
10. 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%".
11. Amendment to Section 11.1(r) of the Credit Agreement. Section
11.1(r) of the Credit Agreement is amended by adding the phrase "or the
Unsecured Revolving Credit Agreement" to the end of clause (r);
12. Amendment to Section 13.11 of the Credit Agreement. Section
13.11 of the Credit Agreement is amended by substituting "Drilling Rigs"
for "Eligible Receivables."
13. 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 "▇▇.
▇▇▇▇▇▇▇."
14. 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 $23,636,363.64
ARAB BANKING CORPORATION (B.S.C.) $18,181,818.18
ING (U.S.) CAPITAL CORPORATION $18,181,818.18
15. Conditions to Closing and Effectiveness of this Amendment. The
obligation of each Bank to make its Loans pursuant to the Credit Agreement
as amended by this Amendment are subject to the conditions precedent that
(a) this Amendment, the Unsecured Revolving Credit Agreement and the First
Amendment to Credit Agreement (Revolving Loans Credit Facility) of even
date herewith between Borrower, Agent and the Banks shall have been
executed and delivered by all parties thereto, (b) Borrower shall have
acquired title to the PHOENIX I (U.S. Official No. 641320) and the ACHILLES
(U.S. Official No. 643745) drilling rigs, free of all liens, mortgages and
encumbrances and that the First Amendment to First Preferred Fleet Ship
Mortgage 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, (c) Agent shall have
received a certificate of the Vice President and General Counsel of
Borrower certifying that no changes have been made the Articles of
Incorporation or Bylaws of Borrower and shall have received current copies
(not more than 10 days old) of each of the items listed in Section 6.1 of
the Credit Agreement other than those listed in clauses (c), (d), (i),
(k), (aa) and (bb), and (d) all conditions listed in Section 6.1 of the
Unsecured Revolving Credit Agreement shall have been satisfied.
16. 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.
17. Miscellaneous.
17.1 Headings. Section headings are for reference only and shall not
affect the interpretation or meanings of any provision of this Amendment.
17.2 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.
17.3 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND APPLICABLE
FEDERAL LAW.
17.4 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.
17.5 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