EXHIBIT 10.170
SECOND AMENDMENT TO LETTER OF CREDIT AGREEMENT
SECOND AMENDMENT TO LETTER OF CREDIT AGREEMENT, dated as of
October 22, 1998 (this "Amendment"), among R&B FALCON CORPORATION, a
Delaware corporation (the "Obligor") and CHRISTIANIA BANK OG KREDITKASSE,
NEW YORK BRANCH (the "Bank"). All capitalized terms used herein and not
otherwise defined shall have the meanings provided such terms in the L/C
Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Obligor and the Bank are parties to a Letter of
Credit Agreement, dated as of December 30, 1996 (as amended to date, the
"L/C Agreement"); and
WHEREAS, the parties thereto and hereto wish to amend the L/C
Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments to L/C Agreement.
1. Section 7.01 of the L/C Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (e) thereof, (ii)
redesignating clause (f) thereof as clause (g) and (iii) inserting the
following new clause (f) immediately following clause (e) thereof:
(f) Indebtedness of Cliffs Drilling acquired pursuant to the
Cliffs Acquisition in an aggregate principal amount not to exceed
$235,000,000, provided that (i) such Indebtedness existed at the
time of the consummation of the Cliffs Acquisition and was not
created in contemplation thereof (and the provisions thereof were
not altered in any material respect in contemplation thereof), (ii)
the Obligor shall have no liability with respect to any such
Indebtedness and (iii) any Liens securing such Indebtedness apply
only to the assets of Cliffs Drilling acquired pursuant to the
Cliffs Acquisition (and no additional assets are granted as security
following, or in contemplation of, the Cliffs Acquisition); and
2. Section 7.04 of the L/C Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (c) thereof, (ii)
redesignating clause (d) thereof as clause (e) and (iii) inserting the
following new clause (d) immediately following clause (c) thereof:
(d) The Obligor and its Subsidiaries may consummate the Cliffs
Acquisition in accordance with the Cliffs Acquisition Documents
delivered to the Administrative Agent prior to the Second Amendment
Effective Date; and
3. Section 7.08 of the L/C Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (iv) thereof and inserting a
comma in lieu thereof and (ii) inserting the following new clause (vi)
immediately following clause (v) thereof:
"and (vi) this Section 7.08 shall not prohibit the restricted
payment provisions contained in the Cliffs Indenture and the Cliffs
Credit Agreement to the extent such restrictions and any exceptions
thereto are not materially altered pursuant to the Cliffs
Acquisition or in anticipation thereof in a manner which would be
adverse to the Bank"
4. Section 7.12 of the L/C Agreement is hereby amended by
inserting the text ",or the Cliffs Indenture or Cliffs Credit Agreement
as in existence on the Second Amendment Effective Date" immediately
following the reference to "Agreement" appearing therein.
5. Section 9 of the L/C Agreement is hereby amended by
inserting the following new definitions in appropriate alphabetical
order:
"Cliffs Acquisition" shall mean the acquisition by a Wholly-
Owned Subsidiary of the Obligor by way of merger of all of the
capital stock of Cliffs Drilling in accordance with the Cliffs
Acquisition Documents.
"Cliffs Acquisition Documents" shall mean the Agreement and
Plan of Merger, dated as of August 21, 1998, among the Obligor, RBF
Cliffs Acquisition Corp. and Cliffs Drilling, and all exhibits,
schedules and ancillary documents thereto.
"Cliffs Credit Agreement" shall mean the Third Restated Credit
Agreement, dated July 29, 1998, among Cliffs Drilling, Cliffs Oil &
Gas Company, Cliffs Drilling International, Inc. and ING (U.S.)
Capital Corporation, as agent for the lenders named therein, as the
same may be amended, modified or supplemented from time to time in
accordance therewith and herewith.
"Cliffs Drilling" shall mean Cliffs Drilling Company, a
Delaware Corporation.
"Cliffs Indenture" shall mean the Indenture, dated as of May
15, 1996, among Cliffs Drilling Company, certain of its
subsidiaries, and Fleet National Bank, as Trustee, governing Cliffs
Drilling's 10.25% Senior Notes due 2003 and each supplemental
indenture executed in connection therewith prior to the date hereof.
"Second Amendment Effective Date" shall mean November 20, 1998.
II Miscellaneous Provisions.
1. In order to induce the Bank to enter into this Amendment,
the Obligor hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Second
Amendment Effective Date both before and after giving effect to this
Amendment; and
(b) all of the representations and warranties contained in the
L/C Agreement and the other Credit Documents are true and correct in
all material respects on the Second 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 Second 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 L/C 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 Obligor 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
"Second Amendment Effective Date") when each of the Obligor and the Bank
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 Bank at its Notice Office.
6. From and after the Second Amendment Effective Date, all
references in the L/C Agreement and each of the other Credit Documents to
the L/C Agreement shall be deemed to be references to the L/C 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:
CHRISTIANIA BANK OG KREDITKASSE,
NEW YORK BRANCH
By:_________________________
Title:
By:_________________________
Title:
