Exhibit 10.15
FIRST AMENDMENT TO CREDIT AGREEMENT
AND RELEASE OF GUARANTY
This FIRST AMENDMENT TO CREDIT AGREEMENT AND RELEASE OF GUARANTY (this
"First Amendment") is entered into as of April 24, 1998, among DEEPWATER
DRILLING II L.L.C., a Delaware limited liability company (the "Company"),
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative
Agent (the "Administrative Agent") for the Banks, and NATIONAL WESTMINSTER
BANK PLC, as Documentation Agent (the "Documentation Agent", and together
with the Administrative Agent, the "Agents") and the several financial
institutions party to this First Amendment (collectively, the "Banks";
individually, a "Bank"). Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement referred to below
shall have the meanings ascribed to them in the Credit Agreement.
WHEREAS, the Company, the Banks, the Administrative Agent and the
Documentation Agent are parties to a certain Credit Agreement dated as of
November 10, 1997 (as at any time amended, modified or supplemented and in
effect from time to time, the "Credit Agreement"); and
WHEREAS, pursuant to the Credit Agreement, two Guaranty Agreements
have been delivered, including the Guaranty Agreement executed by Reading &
Xxxxx Corporation (now known as R&B Falcon Drilling (International &
Deepwater) Inc.) (herein referred to as "Reading & Xxxxx Corporation") and
the R&B Subsidiary Guarantors (the "R&B Guaranty"); and
WHEREAS, effective December 31, 1997 Reading & Xxxxx Corporation
became a wholly-owned subsidiary of R&B Falcon Corporation ("R&B Falcon"),
a Delaware corporation; and
WHEREAS, R&B Falcon proposes to enter into a new credit agreement
establishing a new credit facility which will replace the existing R&B
Credit Facility, and pursuant to Section 7(b) of the R&B Guaranty, Reading
& Xxxxx Corporation has requested the Banks' consent thereto;
WHEREAS the new R&B Falcon credit facility will not be guaranteed by
R&B Falcon's subsidiaries and therefore, Reading & Xxxxx Corporation and
R&B Falcon have requested that the Banks consent to the release of the
existing R&B Guaranty, and R&B Falcon has agreed to execute and deliver its
Guaranty simultaneously with the execution of this First Amendment;
WHEREAS, subject to the terms and conditions herein contained, the
Banks are willing to consent to the above-described requests by executing
this First Amendment;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby
agree as follows:
SECTION 1. Amendments to Schedule 1.01 of the Credit Agreement
(Definitions). The following amendments to Schedule 1.01 are hereby made:
(a) The definition of "Guarantor" is hereby amended to read as
follows:
"Guarantor" means each of R&B Falcon
Corporation and Conoco Inc.
(b) The definition of "R&B" is hereby amended to read as
follows:
"R&B" and "Reading & Xxxxx" means R&B Falcon
Corporation, its successors and assigns.
(c) The definition of "R&B Credit Facility" is hereby amended to
read as follows:
"R&B Credit Facility" means (a) the credit
arrangements evidenced by the Credit Agreement dated as
of April 24, 1998 among R&B Falcon Corporation, the
Administrative Agent therein named and the Banks
therein named, as may be further amended with the
consent of the Majority Banks (if such consent is
required pursuant to the terms of the Guaranty
Agreement executed by R&B Falcon Corporation), and (b)
any credit arrangement or Indebtedness entered into or
incurred in renewal, extension, replacement or
restatement thereof.
(d) The definition of "R&B Subsidiary Guarantors" is hereby
deleted.
SECTION 2. Consent to Execution of New R&B Credit Facility. The
Agent and the Banks hereby consent to the execution by R&B Falcon of the
Credit Agreement dated as of even date herewith among R&B Falcon
Corporation, The Chase Manhattan Bank as Administrative Agent and the Banks
therein named (the "April 1998 R&B Falcon Credit Agreement").
SECTION 3. Release of Certain Guarantors. The Agents and the
Banks do hereby release each of Reading & Xxxxx Corporation and each R&B
Subsidiary Guarantor from all obligations under the Guaranty Agreement
dated as of November 10, 1997 signed by them (the "R&B Guaranty
Agreement"). The Agents, the Banks and the Company agree that the R&B
Guaranty Agreement is hereby terminated; provided, however, that such
termination shall not in any way impair, diminish or otherwise affect the
Company's obligations under the Credit Agreement and all other Loan
Documents or Conoco Inc.'s obligations under the Guaranty Agreement
executed by it.
SECTION 4. Representations and Warranties of the Company. The
Company represents and warrants to the Agents and to each of the Banks
that:
(a) This First Amendment has been duly authorized, executed and
delivered by the Company and the Credit Agreement as amended hereby
constitutes the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency
or similar laws affecting the enforcement of creditors' rights
generally or by equitable principles relating to enforceability.
(b) The representations and warranties set forth in Article V of
the Credit Agreement are true and correct in all material respects
before and after giving effect to this First Amendment with the same
effect as if made on the date hereof, except to the extent such
representations and warranties expressly related to an earlier date,
in which case they were true and correct in all material respects on
and as of such earlier date.
(c) As of the date hereof, at the time of and immediately after
giving effect to this First Amendment, no Default or Event of Default
has occurred and is continuing.
SECTION 5. R&B Falcon Credit Facility. By its signature to the
Consent of Guarantor attached hereto, R&B Falcon confirms to the Agents and
to the Banks that (a) the term sheet attached hereto as Exhibit A sets
forth a summary of the material terms of the April 1998 R&B Falcon Credit
Agreement, and (b) the obligations under the April 1998 R&B Falcon Credit
Agreement are unsecured and no collateral or Subsidiary guarantees have
been given in support of the obligations under said credit agreement.
SECTION 6. Conditions of Effectiveness. This First Amendment
shall be effective on the date (the "Effective Date") of the delivery by
the Company and R&B Falcon to the Administrative Agent of the following:
(a) This First Amendment, signed by the Company, the Agents, and
each of the Banks, together with each Consent of Guarantor attached
hereto, executed by R&B Falcon and by Conoco;
(b) A copy of the April 1998 R&B Falcon Credit Agreement;
(c) A Guaranty Agreement executed by R&B Falcon in the form
attached hereto as Exhibit B;
(d) Copies of resolutions of the board of directors of R&B
Falcon authorizing the Guaranty Agreement to be executed by it,
certified as of the Effective Date by the Secretary or an Assistant
Secretary of R&B Falcon;
(e) A certificate of the Secretary or Assistant Secretary of R&B
Falcon, certifying the names and true signatures of the officers
authorized to execute, deliver and perform the Guaranty Agreement
delivered by it pursuant hereto;
(f) The certificate of incorporation and the bylaws of R&B
Falcon as in effect on the Effective Date, certified by the Secretary
or Assistant Secretary of R&B Falcon;
(g) A good standing certificate for R&B Falcon from the
Secretary of State of its state of organization;
(h) A letter or other evidence confirming that Capitol Services,
Inc. has accepted appointment by R&B Falcon as its agent for service
of process in New York;
(i) An opinion of Xxxxx Xxxxxx, counsel to R&B Falcon,
substantially in the form attached hereto as Exhibit C; and
(j) Such other evidence as the Agent or the Majority Banks may
request to establish the consummation of the transactions contemplated
hereby or the compliance with the conditions set forth herein.
SECTION 7. Effect of Amendment. This First Amendment (i) except
as expressly provided herein, shall not be deemed to be a consent to the
modification or waiver of any other term or condition of the Credit
Agreement or of any of the instruments or agreements referred to therein
and (ii) shall not prejudice any right or rights which the Administrative
Agent or the Banks may now have under or in connection with the Credit
Agreement, as amended by this First Amendment. Except as otherwise
expressly provided by this First Amendment, all of the terms, conditions
and provisions of the Credit Agreement shall remain the same. It is
declared and agreed by each of the parties hereto that the Credit
Agreement, as amended hereby, shall continue in full force and effect, and
that this First Amendment and such Credit Agreement shall be read and
construed as one instrument.
SECTION 8. Miscellaneous This First Amendment shall for all
purposes be construed in accordance with and governed by the laws of the
State of New York. The captions in this First Amendment are for
convenience of reference only and shall not define or limit the provisions
hereof. This First Amendment may be executed in separate counterparts,
each of which when so executed and delivered shall be an original, but all
of which together shall constitute one instrument. In proving this First
Amendment, it shall not be necessary to produce or account for more than
one such counterpart.
NO ORAL AGREEMENTS. THE CREDIT AGREEMENT (AS AMENDED BY THIS FIRST
AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN 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 THE PARTIES.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and delivered by their proper and duly
authorized representatives or officers as of the date and year first above
written.
DEEPWATER DRILLING II L.L.C.
By:
Name:
Title:
[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
RELEASE OF GUARANTY]
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Administrative Agent and as a
Bank
By
Name: Xxxxxx X. Xxx
Title: Managing Director
[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
RELEASE OF GUARANTY]
NATIONAL WESTMINSTER BANK PLC
NEW YORK BRANCH, as a Bank
By
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
NASSAU BRANCH, as a Bank
By
Name:
Title:
[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
RELEASE OF GUARANTY]
BANCA POPOLARE DI MILANO,
NEW YORK BRANCH
By
Name:
Title:
By
Name:
Title:
[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
RELEASE OF GUARANTY]
BAYERISCHE VEREINSBANK AG,
NEW YORK BRANCH
By
Name:
Title:
By
Name:
Title:
[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
RELEASE OF GUARANTY]
CREDITO ITALIANO
By
Name:
Title:
By
Name:
Title:
[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
RELEASE OF GUARANTY]
GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY
By
Name:
Title:
By
Name:
Title:
[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
RELEASE OF GUARANTY]
BANCA MONTE DEI PASCHI DI SIENA
S. P. A.
By
Name:
Title:
By
Name:
Title:
[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
RELEASE OF GUARANTY]
----------------------------------------------------------------------------
CONSENT OF GUARANTOR
The undersigned Guarantor hereby consents to the provisions of the
foregoing First Amendment and Release of Guaranty, and confirms that the
Guaranty Agreement dated as of November 10, 1997 executed by it remains in
full force and effect in accordance with its terms.
CONOCO INC.
By
Name:
Title:
[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
RELEASE OF GUARANTY]
----------------------------------------------------------------------------
CONSENT OF GUARANTOR
The undersigned Guarantor hereby consents to the provisions of the
foregoing First Amendment to Credit Agreement and Release of Guaranty, and
confirms the representations set forth in Section 5 thereof. The
undersigned confirms that the Guaranty Agreement dated as of even date with
said First Amendment is in full force and effect in accordance with its
terms.
R&B FALCON CORPORATION
By
Name:
Title:
[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
RELEASE OF GUARANTY]
