EXHIBIT 10.180
FIRST AMENDMENT TO CREDIT AGREEMENT
(Unsecured Revolving Credit Facility)
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment") dated
December 22, 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 October 3, 1997 (as amended, the "Credit
Agreement") relating to a $80,000,000 Unsecured Revolving 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 First
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 as follows:
(a) for the period from the date hereof through March 30, 1998,
and subject to clause (b) below, and for so long thereafter as
the outstanding principal amount of the Loans does not exceed
$80,000,000, (i) 0.75% per annum with respect to ABR Loans and
(ii) 1.75% per annum with respect to Eurodollar Loans, and
(b) if at any time after the Closing Date the outstanding
principal amount of the Loans should exceed $80,000,000, the
Applicable Margin per annum with respect to each of ABR Loans and
Eurodollar Loans shall thereafter increase by 0.50% over each
immediately preceding three-month period, automatically and
without any action by Agent or the Lenders. The initial increase
shall take effect as of the Quarterly Date immediately preceding
the date on which the outstanding principal amount first exceeded
$80,000,000, and such required increases shall continue on each
Quarterly Date thereafter until all of the Obligations are paid
in full; provided, however, if such outstanding principal amount
should exceed $80,000,000 before March 31, 1998, the Applicable
Margin shall still be governed by clause (a) above. In no event
shall interest rates charged hereunder based upon the Applicable
Margin, as it may be computed from time to time, ever exceed the
Maximum Rate.
(b) Addition of Definition of Increased Commitment Amount.
Section 1.1 of the Credit Agreement is hereby amended by adding the
following definition:
"Increased Commitment Amount" means with respect to each
Bank, the amount of increase of its outstanding Commitment upon
the execution and delivery of the Amendment over its outstanding
Commitment immediately preceding the execution and delivery of
the First Amendment."
(c) Addition of Definition of First Amendment. Section 1.1 of
the Credit Agreement is hereby amended by adding the following
definition:
"First Amendment" means the First Amendment to the
Agreement, which First Amendment is dated December 22, 1997.
3. Amendment to Section 2.11 of the Credit Agreement. Section 2.11
of the Credit Agreement is amended in its entirety to read as follows:
Commitment Fee and Other Fees.
(a) Borrower agrees to pay to the Agent for the account of
each Bank a commitment fee on the daily average unused amount of
such Bank's Commitment for the period from and including the
Closing Date to and including the Maturity Date, at the rate of
0.20% per annum based on a 365 day year and the actual number of
days elapsed. Accrued commitment fees shall be payable in
arrears on each Quarterly Date beginning on December 31, 1997,
and on the Maturity Date.
(b) Borrower agrees to pay to the Agent for the account of
each Bank a front-end fee at the rate of 0.25% on such Bank?s
Increased Commitment Amount. Such front-end fees shall be payable
on execution and delivery of this Amendment.
(c) If the outstanding principal amount of the Loans
hereunder shall ever exceed $80,000,000, Borrower agrees to pay
to the Agent for the account of each Bank a usage fee, in
addition to the fee provided for in clause (b) above, at the rate
of 0.25% on such Bank?s Increased Commitment Amount. Such usage
fees shall be payable immediately upon the outstanding principal
amount of the Loan?s exceeding $80,000,000.
4. 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 $48,181,818.20
ARAB BANKING CORPORATION (B.S.C.) $40,909,090.90
ING (U.S.) CAPITAL CORPORATION $40,909,090.90
5. Conditions to Effectiveness of this Amendment. The effectiveness
of this First Amendment is subject to the conditions precedent that (a)
this First Amendment shall have been executed and delivered by all parties
thereto, and(b) that all conditions set forth in Section 6.1 (a), (b), (c),
(e), (f), (g), (h), (i), (j), (k), (l), (m) and (p), and all conditions set
forth in Section 6.2 have been complied with to the satisfaction of the
Agent.
6. 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 First
Amendment and the transactions contemplated by this First Amendment,
including, without limitation, the reasonable fees and expenses of counsel
to the Agent, the Co-Agent and the Banks.
7. Miscellaneous.
7.1 Headings. Section headings are for reference only and shall not
affect the interpretation or meanings of any provision of this First
Amendment.
7.2 Effect of this First Amendment. The Credit Agreement, as amended
by this First 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 First Amendment.
7.3 GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND APPLICABLE
FEDERAL LAW.
7.4 Counterparts. This First 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 First Amendment.
7.5 NO ORAL AGREEMENTS. THE CREDIT AGREEMENT, AS AMENDED BY THIS
FIRST 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 First
Amendment to be executed by their respective duly authorized officers as of
the date first above written.
BORROWER:
FALCON DRILLING COMPANY, INC.
By:/s/ Xxxxxxxx X. Xxxx
--------------------------
Xxxxxxxx X. Xxxx
Vice President
BANQUE PARIBAS,
Individually and as Agent
By:/s/ Xxxxx Xxxxxx
--------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
By:/s/ Xxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Managing Director
ARAB BANKING CORPORATION (B.S.C.)
Individually and as Co-Agent
By:/s/ Xxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxx
Vice President
ING (U.S.) CAPITAL CORPORATION
By:/s/ Xxxxx Xxxxxxx
--------------------------
Xxxxx Xxxxxxx
Managing Director
