EXHIBIT 10.219
FOURTH CONSENT AND AMENDMENT TO CREDIT AGREEMENT
FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 18,
1998 (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 agree as follows and
wish to amend the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. Consents and Amendments.
1. On and as of the Extension Date (as defined below) and
after giving effect to the prepayment and commitment reduction to be made
on such date, Section 9 of the Credit Agreement is hereby amended by
deleting the definition of "Maturity Date" appearing therein and
inserting the following new definition in lieu thereof:
"Maturity Date" shall mean June 30, 1999.
2. Notwithstanding anything to the contrary contained in the
Credit Agreement (including, without limitation, Sections 2.02, 3.01 and
3.03), and in addition to any other payments or Commitment reductions
which may be required or permitted pursuant to the terms of the Credit
Agreement, the parties hereto agree that on December 31, 1998 (the
"Extension Date") the Borrower may , upon one day's prior notice to the
Administrative Agent, make a non-pro rata prepayment (such prepayment,
except as expressly provided herein, to be made in accordance with
Section 3.03 of the Credit Agreement) of Loans for the account of Bank of
Nova Scotia equal to the then outstanding principal amount of Loans made
by Bank of Nova Scotia plus accrued but unpaid interest and fees owing to
Bank of Nova Scotia on such date; provided that such prepayment of Loans
shall be accompanied by a simultaneous non-pro rata permanent reduction
to the Total Commitment which shall reduce the Commitment of Bank of Nova
Scotia in effect at such time to $0. As of the Extension Date, and after
giving effect to the prepayment and commitment reduction to be made on
such date, Bank of Nova Scotia shall relinquish its rights and be
released from any further obligations under the Credit Agreement, and
shall cease to be a Bank for all purposes of the Credit Agreement.
3. Notwithstanding anything to the contrary contained in the
Credit Agreement (including, without limitation, Section 7.08), the
indenture governing Holdings' $400,000,000 notes offering closing on or
about December 22, 1998 shall be permitted to contain such negative
covenants with respect to Liens and Restricted Payments as Holdings deems
appropriate to effectuate such notes offering, provided that, in no event
shall such restrictive covenants prohibit (i) the granting to the
Collateral Agent of the Security Agreement Collateral or a mortgage on
the Drillship or (ii) the performance by Holdings of its obligations
under Section 12 of the Credit Agreement.
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 Fourth
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 Fourth 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 Fourth 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
(or of any provision beyond the specific consents or waivers granted
herein) 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 on the date (the
"Fourth Amendment Effective Date") when each of Holdings, the Borrower
and each of the Banks (other than Bank of Nova Scotia) 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; provided that, notwithstanding
the foregoing, the consent granted pursuant to paragraph I.3. of this
Amendment shall be effective upon the execution and delivery of such
counterparts by Holdings, the Borrower and the Required Banks.
6. From and after the Fourth Amendment Effective Date, 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:
BANK OF NOVA SCOTIA
By:_________________________
Title:
