EXHIBIT 10.8
AMENDMENT NO. 3 TO TRUST INDENTURE
THIS AMENDMENT NO. 3 TO TRUST INDENTURE dated as of November 29, 1995,
among Reading & Xxxxx Corporation, a corporation organized and existing
under the laws of the State of Delaware ("RBC"), Reading & Xxxxx Drilling
Co., a corporation organized and existing under the laws of the State of
Oklahoma ("RBD"), Reading & Xxxxx Exploration Co., a corporation organized
and existing under the laws of the State of Oklahoma ("RBX"), Reading and
Xxxxx, Inc., a corporation organized and existing under the laws of the
State of Oklahoma ("RBI"), Reading and Xxxxx Borneo Drilling Co., Ltd., a
corporation organized and existing under the laws of the State of Oklahoma
("RBB"), Reading & Xxxxx (A) Pty. Ltd., a corporation organized and
existing under the laws of Australia ("RBA") (RBC, RBD, RBX, RBI, RBB and
RBA being referred to collectively as the "Borrowers" and individually as a
"Borrower") and Bank One, Texas, N.A., a national banking association,
as Trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Facility Agreement dated as of
March 27, 1991, as amended May 24, 1991, June 28, 1991, August 30, 1991,
June 30, 1992 and February 25, 1993 (as so amended, the "Original Credit
Agreement"), Internationale Nederlanden Bank (formerly known as NMB
Postbank Groep, the "Lender") agreed to provide funding to certain of the
Borrowers in the aggregate principal amount of up to USD 112,000,000;
and
WHEREAS, the Borrowers and the Lender have restated the Original
Credit Agreement as of April 27, 1995, as amended as of July 31, 1995 (as
so amended the "Restated Credit Agreement"); and
WHEREAS, the Borrowers have repaid Facility A and terminated
Facility B, with the agreement of the Lenders, and the Lenders have agreed
to release and delete the X. X. XXXXX, XX., Official No. 651644 and XXX
XXXXXXXXXX, Official No. 651643 as Vessels under this Indenture; and
WHEREAS, the Lenders, the Borrowers and the Assignee wish to
further amend the terms of the Restated Credit Agreement and the Indenture.
NOW THEREFORE, in consideration of the above recitals and for
other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree to assign, assume and amend the
Indenture effective as of the date hereof as follows:
Amendments to Indenture
The Borrowers and the Assignee hereby agree that the Indenture shall be
amended as follows:
A. The definition of "Mortgages" in the Indenture is hereby amended
to read as follows:
"Mortgages" means the First Preferred Fleet Mortgage granted by
RBX to the Trustee, the Australian First Registered Ship Mortgage
granted by RBA to the Trustee, the First Preferred Fleet Mortgage
granted by RBD to the Trustee, the Panamanian First Naval Mortgage
granted by RBB to the Trustee, and the Preferred Fleet Mortgage
granted by RBD to the Trustee, all as amended from time to time and
executed or to be executed in respect of the Vessels as security for
all amounts due and payable under the Credit Agreement.
B. The definition of Pledges in the Indenture is hereby amended to
read as follows:
"Pledges" means the pledge of all of the issued and outstanding
shares of RBD by RBC, the pledge of all of the issued and outstanding
shares of RBI, RBX and RBB by RBD, and the pledge of all of the issued
and outstanding shares of RBA by RBX, all in favor of the Trustee as of
the date hereof (with all renewals, extensions and amendments thereof)
as security for the Borrowers' obligations under the Loan Documents.
C. The definition of "Vessels" in the Indenture is hereby amended
to read as follows:
"Vessels" means the Australian flag rig XXX XXXXXXXXX, Official
No. , the United States flag rigs X. X. XXXXXXX, Official
No. 626904, X. X. XxXXXXXX, Official No. 591662, X. X. XXXX, Official
No. 583169, XXXXXXXX XXXX, Official No. 601699, XXXXX X. XXXXXX,
Official No. 645360, X. X. XXXXX, Official No. 651645, XXXX XXXXX,
Official No. 906283 and the Panamanian flag rig XXXXXXX XXXXXX,
Permanent Patente No. 6618-76-B.
D. All references in the Indenture to the Original Credit Facility
Agreement shall mean the Restated Credit Agreement.
E. Except as specifically amended by this Assignment, Assumption and
Amendment, all of the terms and provisions of the Indenture shall remain
in full force and effect.
All capitalized terms used herein but not defined herein shall have
the meanings given to them in the Indenture.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF TEXAS.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment on the date first written above.
READING & XXXXX CORPORATION
By:
Name:
Title:
READING & XXXXX DRILLING CO.
By:
Name:
Title:
READING & XXXXX EXPLORATION CO.
By:
Name:
Title:
READING AND XXXXX, INC.
By:
Name:
Title:
READING AND XXXXX BORNEO DRILLING
CO., LTD.
By:
Name:
Title:
THE COMMON SEAL OF READING & XXXXX (A) PTY. LTD.
READING & XXXXX (A)
PTY. LTD. was hereunto
affixed by authority of
the Board of Directors By:
in the presence of : Name:
Title:
__________________
X. X. Xxxxx, Director
__________________
X. X. Xxxxxx, Secretary
BANK ONE, TEXAS, N.A., as
Trustee
By:
Name:
Title:
ACKNOWLEDGMENT
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
BEFORE ME, , a notary public in and for said
county and state, on this day personally appeared , known
to me to be the person whose name is subscribed to the foregoing instrument
and known to me to be the of Reading & Xxxxx
Corporation, a corporation organized under the laws of Delaware, and
acknowledged to me that he executed said instrument for the purposes
and consideration therein expressed, and as the act of said corporation.
Given under my hand and seal of office this day of , 1995.
Notary Public
ACKNOWLEDGMENT
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, , a notary public in and for said
county and state, on this day personally appeared , known
to me to be the person whose name is subscribed to the foregoing instrument
and known to me to be the of Reading & Xxxxx
Drilling Co., a corporation organized under the laws of Oklahoma, and
acknowledged to me that he executed said instrument for the purposes
and consideration therein expressed, and as the act of said corporation.
Given under my hand and seal of office this day of , 1995.
Notary Public
ACKNOWLEDGMENT
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, , a notary public in and for said county
and state, on this day personally appeared , known to me
to be the person whose name is subscribed to the foregoing instrument and
known to me to be the of Reading & Xxxxx
Exploration Co., a corporation organized under the laws of Oklahoma, and
acknowledged to me that he executed said instrument for the purposes and
consideration therein expressed, and as the act of said corporation.
Given under my hand and seal of office this day of , 1995.
Notary Public
ACKNOWLEDGMENT
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, , a notary public in and for said county
and state, on this day personally appeared , known to me
to be the person whose name is subscribed to the foregoing instrument and
known to me to be the of Reading and Xxxxx,
Inc., a corporation organized under the laws of Oklahoma, and acknowledged
to me that he executed said instrument for the purposes and consideration
therein expressed, and as the act of said corporation.
Given under my hand and seal of office this day of , 1995.
Notary Public
ACKNOWLEDGMENT
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, , a notary public in and for said county and
state, on this day personally appeared , known to me to be
the person whose name is subscribed to the foregoing instrument and known
to me to be the of Reading and Xxxxx Borneo
Drilling Co., Ltd., a corporation organized under the laws of Oklahoma, and
acknowledged to me that he executed said instrument for the purposes and
consideration therein expressed, and as the act of said corporation.
Given under my hand and seal of office this day of , 1995.
Notary Public
ACKNOWLEDGMENT
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, , a notary public in and for said county
and state, on this day personally appeared , known to me
to be the person whose name is subscribed to the foregoing instrument and
known to me to be the of Reading & Xxxxx
(A) Pty. Ltd., a corporation organized under the laws of , and
acknowledged to me that he executed said instrument for the purposes and
consideration therein expressed, and as the act of said corporation.
Given under my hand and seal of office this day of , 1995.
Notary Public
ACKNOWLEDGMENT
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, , a notary public in and for said county and
state, on this day personally appeared , known to me to be
the person whose name is subscribed to the foregoing instrument and known
to me to be the of Bank One, Texas, N.A.,
a national banking association, organized under the laws of ,
and acknowledged to me that he executed said instrument for the purposes
and consideration therein expressed, and as the act of said corporation.
Given under my hand and seal of office this day of , 1995.
Notary Public
