Exhibit 10.101
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT (the "Amendment"), dated as of July 9, 1996, among
READING & XXXXX CORPORATION ("Holdings"), READING & XXXXX DRILLING CO. (the
"Borrower"), the financial institutions party to the Credit Agreement referred
to below (the "Banks"), Credit Lyonnais New York Branch, as Co-Agent (the "Co-
Agent") and Christiania Bank og Kreditkasse, New York Branch, as Agent (the
"Agent"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Banks, the Co-Agent and the
Agent are parties to a Credit Agreement, dated as of April 30, 1996 (as
amended, modified or supplemented, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend certain provisions of
the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. On and after the First Amendment Effective Date (as hereinafter
defined), the Total Commitment under the Credit Agreement shall (and the
parties hereto agree that it shall) be increased from $100,000,000 to
$140,000,000 and the Commitment of each Bank shall on such date be equal to
the respective amounts shown on Annex I hereto, which on the First Amendment
Effective Date shall replace existing Annex I to the Credit Agreement.
2. Section 2.01(c) of the Credit Agreement is hereby amended by
inserting the following proviso immediately prior to the semi-colon in clause
(i)(y) thereof:
", provided that on and after the First Amendment Effective Date, until
such time as the conditions set forth in Section 7.13 are fully complied
with, for purposes of this clause (y) the Adjusted Total Commitment
shall be calculated on the basis of a Total Commitment of $120,000,000.
3. Section 3.03(b) of the Credit Agreement is hereby amended by
deleting the commitment reduction schedule contained therein and inserting in
lieu thereof the following new commitment reduction schedule:
Date Amount
May 1, 1997 $11,900,000
November 1, 1997 $11,900,000
May 1, 1998 $11,900,000
November 1, 1998 $11,900,000
May 1, 1999 $11,900,000
November 1, 1999 $11,900,000
May 1, 2000 $11,900,000
November 1, 2000 $11,900,000
Maturity Date Remaining amount
of Total Commitment
4. Conditions Precedent to the First Amendment Effective Date. The
occurrence of the First Amendment Effective Date and the obligation of the
Banks to increase their Commitments hereunder are subject (except as otherwise
hereinafter indicated), to the satisfaction of each of the following
conditions:
(a) Execution of Amendment; Notes. (i) The Amendment shall have
been executed and (ii) there shall have been delivered to the Agent for
the account of each Bank which has a changed Commitment as a result of
this Amendment a new Revolving Note in the appropriate amount to reflect
such new Commitment and as otherwise provided in the Credit Agreement.
(b) Opinions of Counsel. The Agent shall have received
opinions, addressed to the Agent and each of the Banks and dated the
First Amendment Effective Date, from (i) Xxxxx Xxxxxx, Esq., General
Counsel to the Credit Parties, which opinion shall cover matters, and
shall be in form and substance, satisfactory to the Agent and (ii) from
local counsel satisfactory to the Agent as the Agent may request, which
opinions shall cover the perfection of the security interests
(including, without limitation, opinions as to the enforceability and
effect of the Mortgage Amendments (as herein defined)) granted pursuant
to this Amendment and such other matters incident to the transactions
contemplated herein as the Agent may reasonably request and shall be in
form and substance satisfactory to the Agent.
(c) Corporate Proceedings. (1) The Agent shall have received
from each of RB Drilling Co. and HRB Rig Corporation (each an
"Additional Mortgagor" and together the "Additional Mortgagors") a
certificate, dated the First Amendment Effective Date, signed by the
President or any Vice-President or other appropriate representative of
such Additional Mortgagor in the form of Exhibit F with appropriate
insertions and deletions, together with copies of the certificate of
formation, the by-laws, or other organizational documents of such
Additional Mortgagor and the resolutions, or such other administrative
approval, of such Additional Mortgagor referred to in such certificate
and all of the foregoing (including each such certificate of formation,
certificate of incorporation and by-laws) shall be reasonably
satisfactory to the Agent.
(2) All corporate and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by this
Amendment shall be reasonably satisfactory in form and substance to the
Agent, and the Agent shall have received all information and copies of
all certificates, documents and papers, including good standing certi-
ficates and any other records of corporate proceedings and governmental
approvals, if any, which the Agent may have reasonably requested in con-
nection therewith, such documents and papers, where appropriate, to be
certified by proper corporate or governmental authorities.
(d) Fees. The Borrower shall have paid to the Agent and the
Banks all Fees and expenses agreed upon by such parties to be paid on or
prior to such date.
(e) Repayment; Notice of Borrowing. The Borrower shall repay to
the Agent and the Banks all amounts outstanding under the Credit
Facility (including accrued interest thereon and any breakage fees
incurred by the Agent and the Banks as a result of such repayment),
whereupon the Borrower may reborrow such amounts (which reborrowing may
occur simultaneously with the repayment described above), pursuant to a
Notice of Borrowing in the form of Exhibit A to the Credit Agreement,
pro rata based upon the commitments as in effect immediately following
the effectiveness of this Amendment.
(f) Security Agreement. Each Additional Mortgagor shall have
duly authorized, executed and delivered a counterpart to the Security
Agreement, together with:
(1) executed copies of Financing Statements (Form UCC-1
and/or UCC-3) or appropriate local equivalent in appropriate form
for filing under the UCC or appropriate local equivalent of each
jurisdiction as may be necessary to perfect the security interests
purported to be created by the Security Agreement;
(2) certified copies of Requests for Information or Copies
(Form UCC-11), or equivalent reports, each of a recent date
listing all effective financing statements that name any
Additional Mortgagor or a division or operating unit of any such
Person, as debtor and that are filed in the jurisdictions referred
to in immediately preceding clause (1), together with copies of
such financing statements (none of which shall cover the
Collateral except (x) those with respect to which appropriate
termination statements executed by the secured lender thereunder
have been delivered to the Collateral Agent and (y) to the extent
evidencing Permitted Liens);
(3) evidence that all other recordings and filings of, or
with respect to, the Security Agreement, and all other actions, as
may be necessary or, in the opinion of the Collateral Agent,
desirable to perfect the security interests intended to be created
by the Security Agreement have been completed (it being understood
and agreed that UCC financing statements and termination
statements shall be filed in the appropriate governmental office
within three Business Days after the First Amendment Effective
Date);
and the Security Agreement and such other documents shall be in full
force and effect.
(g) Subsidiary Guaranty. Each Additional Mortgagor (each a
"Subsidiary Guarantor") shall have duly authorized, executed and
delivered a counterpart of the Subsidiary Guaranty, and the Subsidiary
Guaranty shall be in full force and effect with respect to such
Additional Mortgagors.
(h) Change of Registry. The national registry of the drilling
rig "X.X. XxXxxx" shall be changed from the Bahamas to Panama with the
Bahamian Mortgage to be replaced by a Panamanian Mortgage pursuant to
clause (i)(2) below.
(i) Mortgages. (i) Each Additional Mortgagor shall have duly
authorized, executed and delivered the following document or documents
to which it is a party (as modified, amended or supplemented from time
to time, the "Additional Mortgages"):
(1) with respect to the drilling rig "Xxxxxx X. Xxxx," a
US Mortgage substantially in the form of Exhibit A-1 hereto; and
(2) with respect to each of the drilling rigs "Rig 41" and
"X.X. XxXxxx," a Panamanian Mortgage, substantially in the form of
Exhibit A-2 hereto.
All actions necessary, desirable or otherwise reasonably requested by
the Collateral Agent to provide the Collateral Agent with a perfected
first priority security interest in all Collateral purported to be
covered by the Additional Mortgages shall have been taken.
(ii) The respective Mortgagors of the drilling rigs "Xxxx Xxxxx,"
"X.X. Xxxx" and "X.X. Xxxxxxx" shall have duly authorized, executed and
delivered amendments to the Mortgages securing such vessels,
substantially in the form of Exhibit B-1 hereto, and the Mortgagor of
the drilling rig "Xxxxxxx Xxxxxx" shall have duly authorized, executed
and delivered an amendment to the Mortgage securing such vessel,
substantially in the form of Exhibit B-2 hereto.
(j) Evidence of Lien, etc. The Agent shall have received (i)
United States Coast Guard certificates of ownership showing (or con-
firmation updating previously reviewed certificates and indicating) that
the US Rig Xxxxxx X. Xxxx is registered in the ownership of HRB Rig
Corporation, and subject to the Lien of the US Mortgage and free of all
other Liens of record, (ii) a certificate of the Director General of the
Public Registry of Panama showing (or confirmation updating previously
reviewed certificates and indicating) that the Panamanian Rig 41 is
registered in the ownership of RB Drilling Co., and the Panamanian Rig
X.X. XxXxxx is registered in the ownership of the Borrower, each subject
to the Lien of the applicable Panamanian Mortgage and free of all other
Liens of record.
(k) Vessel Trust Indenture. HRB Rig Corporation shall have
acknowledged and agreed to the terms of the Amended and Restated Vessel
Trust Indenture.
(l) Rig Reports; Drilling Contracts. (i) The Agent shall have
received:
(1) reports from Approved Shipbrokers setting forth the
Market Value of each of the Xxxxxx X. Xxxx, Rig 41, and the
offshore production vessel Seillean (each an "Additional
Collateral Rig" and collectively, the "Additional Collateral
Rigs");
(2) evidence satisfactory to the Collateral Agent that
each of the drilling rigs Xxxxxx X. Xxxx and Rig 41 are classified
in the highest class available for rigs or vessels of its age and
type with the American Bureau of Shipping, Inc. or another
internationally recognized classification society reasonably
acceptable to the Collateral Agent, free of any material
outstanding requirements or recommendations; and
(ii) The Agent shall have received true and correct copies of all
current and pending drilling contracts relating to the Xxxxxx X. Xxxx
and Rig 41.
(m) Insurance Report. On or prior to the First Amendment
Effective Date, the Agent shall have received a detailed report from
Xxxxxxx & Company, Inc., or another firm of independent marine insurance
brokers acceptable to the Agent and the Required Banks with respect to
the insurance maintained by the Additional Mortgagors in connection with
the Xxxxxx X. Xxxx and Rig 41, together with a certificate from such
broker certifying that such insurances (i) are placed with such
insurance companies and/or underwriters and/or clubs, in such amounts,
against such risks, and in such form, as are normally insured against by
similarly situated insureds and as are necessary or advisable for the
protection of the Trustee or the Agent, as the case may be, as Mortgagee
and (ii) conform with the requirements of the Additional Mortgages.
(n) Collateral Assignments of Insurance. Each Additional
Mortgagor shall have executed and delivered to the Collateral Agent a
Collateral Assignment of Insurance with respect to the insurance main-
tained by such Additional Mortgagor on the Xxxxxx X. Xxxx and Rig 41,
together with:
(1) executed copies of Financing Statements (Form UCC-1
and/or UCC-3) or appropriate local equivalent in appropriate form
for filing under the UCC or appropriate local equivalent of each
jurisdiction as may be necessary to perfect the assignments
purported to be created by each Collateral Assignment of
Insurance;
(2) certified copies of Requests for Information or Copies
(Form UCC-11), or equivalent reports, each of a recent date
listing all effective financing statements that name any
Additional Mortgagor or a division or operating unit of such
Person, as debtor and that are filed in the jurisdictions referred
to in immediately preceding clause (1), together with copies of
such financing statements (none of which shall cover the
Collateral except (x) those with respect to which appropriate
termination statements executed by the secured lender thereunder
have been delivered to the Collateral Agent and (y) to the extent
evidencing Permitted Liens);
(3) evidence that all other recordings and filings of, or
with respect to, each Collateral Assignment of Insurance, and all
other actions, as may be necessary or, in the opinion of the
Collateral Agent, desirable to perfect the assignments intended to
be created by each Collateral Assignment of Insurance have been
completed (it being understood and agreed that UCC financing
statements and termination statements shall be filed in the
appropriate governmental office within three Business Days after
the First Amendment Effective Date);
and each such Collateral Assignment of Insurance shall be in full force
and effect.
5. Section 7 of the Credit Agreement is hereby amended by inserting
at the end thereof the following Section 7.13:
7.13 Availability Covenants. Notwithstanding anything to
the contrary contained in this Agreement, the sum of (x) the outstanding
principal amount of Loans pursuant to this Agreement and (y) the Letter
of Credit Outstandings pursuant to this Agreement shall in no event
exceed $120,000,000 until such time, if any, as the following conditions
are satisfied (as determined in good faith by the Agent):
(a) Rig Acquisition. RB Drilling Co. shall have completed
the purchase of the offshore production vessel Seillean from
Britoil (Beta) Limited, pursuant to acquisition documents
reasonably acceptable in form and substance to the Agent and the
Required Banks.
(b) Mortgages. RB Drilling Co. shall have duly
authorized, executed and delivered a Panamanian Mortgage with
respect to the Seillean (the "Seillean Mortgage"), substantially
in the form of Exhibit A-2 hereto and all actions necessary,
desirable or otherwise reasonably requested by the Collateral
Agent to provide the Collateral Agent with a perfected first
priority security interest in the Seillean shall have been taken.
(c) Evidence of Lien, etc. The Agent shall have received
a certificate of the Director General of the Public Registry of
Panama showing (or confirmation updating previously reviewed
certificates and indicating) that the Panamanian Rig Seillean is
registered in the ownership of RB Drilling Co., and subject to the
Lien of the Panamanian Mortgage and free of all other Liens of
record.
(d) Report; Contracts. The Agent shall have received:
(1) evidence satisfactory to the Collateral Agent
that the offshore production vessel Seillean is classified
in the highest class available for rigs or vessels of its
age and type with the American Bureau of Shipping, Inc. or
another internationally recognized classification society
reasonably acceptable to the Collateral Agent, free of any
material outstanding requirements or recommendations; and
(2) true and correct copies of all current and
pending operation and/or charter contracts relating to the
Seillean.
(e) Insurance Report. On or prior to the First Amendment
Effective Date, the Agent shall have received a detailed report
from Xxxxxxx & Company, Inc., or another firm of independent
marine insurance brokers acceptable to the Agent and the Required
Banks evidencing, to the satisfaction of the Agent, the inclusion
of the Seillean under all appropriate insurances maintained by RB
Drilling Co..
(f) Collateral Assignment of Insurance. RB Drilling Co.
shall have executed and delivered a Collateral Assignment of
Insurance with respect to the insurance maintained on the
Seillean, together with:
(1) executed copies of Financing Statements (Form UCC-1
and/or UCC-3) or appropriate local equivalent in appropriate form
for filing under the UCC or appropriate local equivalent of each
jurisdiction as may be necessary to perfect the assignments
purported to be created by each Collateral Assignment of
Insurance;
(2) evidence that all other recordings and filings of, or
with respect to, such Collateral Assignment of Insurance, and all
other actions, as may be necessary or, in the opinion of the
Collateral Agent, desirable to perfect the assignment intended to
be created by such Collateral Assignment of Insurance have been
completed (it being understood and agreed that UCC financing
statements and termination statements shall be filed in the
appropriate governmental office within three Business Days after
the First Amendment Effective Date);
and such Collateral Assignment of Insurance shall be in full force
and effect.
(g) Updated Annexes. The Agent shall have received (i) an
updated schedule of Rigs and Vessels to replace Annex VI to the
Credit Agreement, which schedule shall include the information
with respect to the Seillean and (ii) an updated schedule of
Existing Liens (if necessary) to replace Annex VIII, with all
Liens required to be listed thereon constituting Permitted Liens.
6. Section 10 of the Credit Agreement is hereby amended by inserting
in appropriate alphabetical order the following new definitions:
"First Amendment Effective Date" shall mean the First Amendment
Effective Date as defined in the First Amendment, dated July 9, 1996, to
this Agreement.
"First Amendment" shall mean the First Amendment, dated July 9,
1996, to this Agreement.
7. The definition of "Bahamian Rig" appearing in Section 10 of the
Credit Agreement is hereby amended by adding a reference to ", prior to the
First Amendment Effective Date" immediately following the reference to "shall
mean."
8. The definition of "Mortgage" appearing in Section 10 of the Credit
Agreement is hereby amended by deleting the current definition in its entirety
and inserting in lieu thereof the following new definition:
"Mortgage" shall mean (i) prior to the First Amendment Effective
Date, each of the Mortgages as defined in Section 5.13(a), (ii) on and
after the First Amendment Effective Date, but prior to the effectiveness
of the Seillean Mortgage as defined in paragraph 5(b) of the First
Amendment, each of the Mortgages as defined in Section 5.13(a) (except
the Bahamian Mortgage) and each of the Additional Mortgages as defined
in paragraph 4(i) of the First Amendment and (iii) subsequent to the
effectiveness of the Seillean Mortgage, each of the Mortgages as defined
in Section 5.13(a) (except the Bahamian Mortgage), each of the
Additional Mortgages and the Seillean Mortgage.
9. The definition of "Panamanian Rig" contained in Section 10 of the
Credit Agreement is hereby amended by deleting the current definition in its
entirety and inserting in lieu thereof the following new definition:
"Panamanian Rig" shall mean (i) prior to the First Amendment
Effective Date, the offshore drilling rig Xxxxxxx Xxxxxx, (ii) on and
after the First Amendment Effective Date, but prior to the effectiveness
of the Seillean Mortgage as defined in paragraph 5(b) of the First
Amendment, the offshore drilling rigs Xxxxxxx Xxxxxx, X.X. XxXxxx and
Rig 41, and (iii) subsequent to the effectiveness of the Seillean
Mortgage, the offshore drilling rigs Xxxxxxx Xxxxxx, X.X. XxXxxx, Rig
41, and the offshore production vessel Seillean.
10. The definition of "U.S. Rigs" contained in Section 10 of the
Credit Agreement is hereby amended by deleting the current definition in its
entirety and inserting in lieu thereof the following new definition:
"U.S. Rigs" shall mean (i) prior to the First Amendment Effective
Date, the offshore drilling rigs Xxxx Xxxxx, X.X. Xxxxxxx and X.X. Xxxx
and (ii) on and after the First Amendment Effective Date, the offshore
drilling rigs Xxxx Xxxxx, X.X. Xxxxxxx, X.X. Xxxx and Xxxxxx X. Xxxx.
11. On the First Amendment Effective Date, existing Annex IV shall be
replaced with Annex IV hereto.
12. In order to induce the Banks to enter into this Amendment, each of
Holdings and the Borrower hereby represents and warrants that (i) the repre-
sentations, warranties and agreements contained in Section 7 of the Credit
Agreement are true and correct in all material respects on and as of the First
Amendment Effective Date (except with respect to any representations and
warranties limited by their terms to a specific date, which shall be true and
correct in all material respects as of such date) and (ii) there exists no
Default or Event of Default on the First Amendment Effective Date (as defined
herein) in each case both before and after giving effect to this Amendment.
13. 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.
14. 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 each of Holdings, the Borrower and the
Agent.
15. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
16. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when (i) each of Holdings, the Borrower, and the
Banks shall have signed a copy hereof (whether the same or different copies)
and shall have delivered (including by way of facsimile) the same to the Agent
at the Notice Office and (ii) each of the conditions set forth in paragraph 4
hereof shall have been satisfied.
17. From and after the First Amendment Effective Date, all references
in the Credit Agreement and the other Credit Documents to the Credit Agreement
shall be deemed to be references to such Credit Agreement as modified hereby.
IN WITNESSES WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
READING & XXXXX CORPORATION
By:
Title:
READING & XXXXX DRILLING CO.
By:
Title:
CHRISTIANIA BANK OG
KREDITKASSE, NEW YORK BRANCH,
Individually, and as Agent
By:
Title:
By:
Title:
CREDIT LYONNAIS NEW YORK
BRANCH
By:
Title:
BANQUE INDOSUEZ
By:
Title:
By:
Title:
BANK AUSTRIA AKTIENGESELLSCHAFT
By:
Title:
By:
Title:
THE FUJI BANK, LIMITED
By:
Title:
ANNEX I
COMMITMENTS
Bank Commitment
Christiania Bank og Kreditkasse, $55,000,000
New York Branch
Credit Lyonnais New York Branch $32,500,000
Banque Indosuez $18,500,000
Bank Austria Aktiengesellschaft $18,500,000
The Fuji Bank, Limited $15,500,000
Total $140,000,000
