EXHIBIT 10.221
SIXTH AMENDMENT TO CREDIT AGREEMENT
SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of February 22,
1999 (this "Amendment"), among R&B FALCON CORPORATION, a Delaware
corporation ("Holdings"), RBF DEEPWATER EXPLORATION III INC., a Nevada
corporation (f/k/a RB Deepwater Exploration III Inc.) (the "Borrower"),
the various lending institutions party to the Credit Agreement referred
to below (each, a "Bank" and, collectively, the "Banks"), CREDIT LYONNAIS
NEW YORK BRANCH, as Syndication Agent and CHRISTIANIA BANK OG
KREDITKASSE, NEW YORK BRANCH, as Administrative Agent for the Banks (the
"Agent"). All capitalized terms used herein and not otherwise defined
shall have the meanings provided such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Banks and the Agent are
parties to a Credit Agreement, dated as of February 24, 1998 (as amended
to date, the "Credit Agreement"); and
WHEREAS, the parties thereto and hereto wish to amend the
Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments to Credit Agreement and Consents.
1. Section 7.01 of the Credit Agreement is hereby amended by
(i) deleting clause (e) thereof in its entirety and inserting the
following new clause (e) in lieu thereof:
(e) Indebtedness of Holdings created under the R&B Falcon
Credit Agreement in an aggregate principal amount not exceed
$200,000,000.
, (ii) deleting the word "and" at the end of clause (h) thereof, (ii)
redesignating clause (i) thereof as clause (j), and (iii) inserting the
following new clause (i) immediately following clause (h) thereof:
(i) Senior unsecured Indebtedness of Holdings (including any
refinancing thereof, provided that any such refinancing does not
increase the principal amount thereof beyond that outstanding on the
date of such refinancing) in an aggregate principal amount not to
exceed $350,000,000; provided that such Indebtedness (or refinancing
thereof, as the case may be) shall at all times (i) be unsecured and
(ii) have a maturity date not earlier than one year after the
Maturity Date (as such term is defined from time to time) (except
for any refinancing which results solely in the conversion of such
Indebtedness into, or exchange for, other Indebtedness of Holdings,
in an aggregate principal amount not to exceed that outstanding on
the date of such refinancing, which is unsecured and has a maturity
date not earlier than one year after the Maturity Date (as such term
is defined from time to time)); and
2. Section 7.11 of the Credit Agreement is hereby amended by
(i) deleting clause (iii) thereof in its entirety and inserting the
following new clause (iii) in lieu thereof:
and (iii) sales of properties and assets which shall not exceed
$50,000,000 in fair market value in the aggregate in any fiscal year
of Holdings; provided that in addition to the above permitted asset
sales, Holdings and its Subsidiaries shall be permitted to sell Non-
Core Assets not exceeding $250,000,000 in fair market value in the
aggregate in any fiscal year of Holdings.
3. (a) Section 7.10 of the Credit Agreement is hereby amended
by deleting said section in its entirety and inserting the following new
Section 7.10 in lieu thereof:
7.10. Interest Coverage Ratio. Holdings will not permit its
Interest Coverage Ratio at the end of any fiscal quarter of Holdings
(calculated quarterly at the end of each fiscal quarter of Holdings)
to be less than 1.50:1.00. For purposes of this Section 7.10, the
"Interest Coverage Ratio" shall mean the ratio of (i) EBITDA for the
four fiscal quarters of Holdings ending on such date to (ii)
Consolidated Interest Expense for the four fiscal quarters of
Holdings ending on such date.
(b) Notwithstanding the foregoing amendment to Section 7.10 of
the Credit Agreement, for purposes of calculating the EDITDA Leverage
Ratio of Holdings for the periods ending December 31, 1998, March 31,
1999, June 30, 1999 and September 30, 1999 (in each case to the extent
such period ends prior to the Sixth Amendment Effective Date),
Consolidated Net Income, interest, taxes, depreciation, depletion and
amortization shall be determined on a pro forma basis as if the Cliffs
Acquisition had occurred on October 1, 1997 and as if the Cliffs
Acquisition had been accounted for as a pooling of interests (but without
duplication in the case of months previously consolidated).
4. Section 7.13 of the Credit Agreement is hereby amended by
deleting said section in its entirety and inserting the following new
Section 7.13 in lieu thereof:
Section 7.13 Restriction on Certain Debt Payments. Holdings
shall not (i) repay any indebtedness incurred pursuant to Section
7.01(h) except out of net proceeds from the issuance by the Borrower
of (x) capital stock permitted to be issued hereunder or (y)
refinancing Indebtedness permitted pursuant to Section 7.01(h);
provided that, so long as no Default or Event of Default exists or
would result immediately after giving effect to such payment, this
Section 7.13(i) shall not be deemed to prevent Holdings from making
regularly scheduled payments of accrued interest on such
Indebtedness or (ii) make any optional or voluntary payment or
prepayment on or redemption or acquisition for value of, or any
prepayment or redemption as a result of any asset sale, change of
control or similar event of any indebtedness incurred pursuant to
Section 7.01(i).
5. Section 9 of the Credit Agreement is hereby amended by (i)
deleting the definitions of "EBITDA" and "Eurodollar Margin" appearing
therein and (ii) inserting the following new definitions in appropriate
alphabetical order:
"Consolidated Interest Expense" shall mean, for any
period, total interest expense (including that attributable to
Capital Lease Obligations) of Holdings and its Subsidiaries in
accordance with GAAP (provided that, in any event, Consolidated
Interest Expense shall not include capitalized interest) on a
consolidated basis with respect to all outstanding Indebtedness
of Holdings and its Subsidiaries, including, without
limitation, all commissions, discounts, and other fees and
charges owed with respect to letters of credit and bankers'
acceptance financing.
"EBITDA" shall mean, for any period, the sum of
Consolidated Net Income for such period plus the following
expenses or charges to the extent deducted from Consolidated
Net Income in such period: interest, dividends on preferred
stock, taxes, depreciation, depletion and amortization.
Notwithstanding the foregoing, the calculation of EBITDA shall
not take into account any extraordinary gains or losses, any
non-cash items, or any non-recurring gains or charges.
"Eurodollar Margin" shall mean a percentage equal to 2.00%
per annum.
"Non-Core Assets" shall mean (i) the drilling rigs
Seillean, Iolair, Peregrine VI (Hull), Peregrine VIII (Hull)
and Rig 82, (ii) Equipment Packages for Peregrine VI and
Peregrine VIII and (iii) four supply boats located in West
Africa on the Sixth Amendment Effective Date, each as
determined on the Sixth Amendment Effective Date.
"Sixth Amendment" shall mean the Sixth Amendment to this
Agreement, dated as of February 22, 1999.
"Sixth Amendment Effective Date" shall mean February 23,
1999.
6. Pursuant to Section 7.12 of the Credit Agreement, the Banks
hereby consent to the Fourth Amendment to the R&B Falcon Credit
Agreement, and the granting of the collateral contemplated therein, in
the form delivered to the Agent prior to the Sixth Amendment Effective
Date.
II Miscellaneous Provisions.
1. In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Sixth
Amendment Effective Date both before and after giving effect to this
Amendment; and
(b) all of the representations and warranties contained in the
Credit Agreement and the other Credit Documents are true and correct
in all material respects on the Sixth Amendment Effective Date both
before and after giving effect to this Amendment, with the same
effect as though such representations and warranties had been made
on and as of the Sixth Amendment Effective Date (it being understood
that any representation or warranty made as of a specific date shall
be true and correct in all material respects as of such specific
date).
2. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of
the Credit Agreement or any other Credit Document.
3. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one and
the same instrument. A complete set of counterparts shall be lodged with
the Borrower and the Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.
5. This Amendment shall become effective as of 12:01 AM (New
York time) on the date (the "Sixth Amendment Effective Date") when (i)
each of Holdings, the Borrower and the Required Banks shall have signed a
counterpart hereof (whether the same or different counterparts) and shall
have delivered (including by way of facsimile transmission) the same to
the Agent at its Notice Office, (ii) Holdings shall have consummated an
issuance of its convertible preferred stock and received cash proceeds
from such issuance of not less than $250,000,000 less fees and
commissions and (iii) Holdings and/or the Borrower shall have paid, to
each Bank that has executed and delivered a counterpart hereof on or
before 5:00 P.M. (New York time) on February 22, 1999, an amendment fee
equal to 0.15% of such Bank's Commitment as in effect on the Sixth
Amendment Effective Date immediately prior to giving effect to this
Amendment. Notwithstanding the foregoing, the consent set forth in
paragraph I.3.(b) above shall be effective upon the satisfaction of the
condition set forth in clause (i) of this Paragraph II.5 and said consent
shall continue in effect whether or not the remaining conditions are
satisfied. The Agent will give the Borrower and each Bank prompt notice
of the occurrence of the Sixth Amendment Effective Date.
6. From and after the Sixth Amendment Effective Date (or in
the case of Paragraph I.3.(b) only, the satisfaction of the conditions
set forth in Paragraph II.5.(i)), all references in the Credit Agreement
and each of the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date
first above written.
R&B FALCON CORPORATION
By:_________________________
Title:
RBF DEEPWATER EXPLORATION III INC.
By:_________________________
Title:
CHRISTIANIA BANK OG KREDITKASSE, NEW YORK
BRANCH, Individually and as Agent
By:_________________________
Title:
By:_________________________
Title:
CREDIT LYONNAIS NEW YORK BRANCH,
Individually and as Syndication Agent
By:_________________________
Title:
SKANDINAVISKA ENSKILDA XXXXXX XX (Publ.)
By:_________________________
Title:
By:_________________________
Title:
CREDIT AGRICOLE INDOSUEZ
By:_________________________
Title:
By:_________________________
Title:
SCHEDULE OF NON-CORE ASSETS
