EXHIBIT 10.16
LETTER OF CREDIT WIND-DOWN AGREEMENT
LETTER OF CREDIT WIND-DOWN AGREEMENT dated as of November 28, 1995
between READING & XXXXX CORPORATION, a corporation duly organized and
validly existing under the laws of the State of Delaware (the "Company")
and INTERNATIONALE NEDERLANDEN BANK, N.V. ("ING").
ING has issued for account of the Company and certain of its
subsidiaries standby letters of credit, including the letters of credit
listed on Schedule 1 hereto (the "ING Letters of Credit"). The ING
Letters of Credit were issued or otherwise maintained under the Amended
and Restated Credit Facility Agreement dated as of April 27, 1995, as
amended, among, inter alia, ING and the Company (the "Existing
Agreement").
Because it is not practicable on the date hereof to terminate the
extensions of credit from ING to the Company represented by the ING
Letters of Credit, the Company has arranged for Christiania Bank og
Kreditkasse, New York Branch, to issue to ING on the date hereof a letter
of credit (the "CBK Letter of Credit") permitting ING to draw thereunder
the amounts drawn under the ING Letters of Credit, accrued fees on the ING
Letters of Credit and interest, if any, accrued on unpaid reimbursement
obligations owing by the Company to ING in connection therewith. The
Company has prepaid to ING all fees on the ING Letters of Credit
calculated as if each ING Letter of Credit will remain undrawn until its
stated expiration date.
It is the intention of the Company and ING that the ING Letters of
Credit be terminated as promptly as practicable.
Accordingly, the parties hereto hereby agree as follows:
Section 1. ING Letters of Credit. The Company will use its best
efforts to cause the ING Letters of Credit to be surrendered to ING for
cancellation as promptly as practicable.
Section 2. Reduction of CBK Letter of Credit. From time to time
after the surrender to ING for cancellation of an ING Letter of Credit or
the passing of the final expiration date of an ING Letter of Credit, ING
will, upon the request of the Company with five Business Days' (as defined
in Section 6(a) hereof) prior notice, agree to an amendment to the CBK
Letter of Credit to permit a reduction in the face amount thereof in an
amount not exceeding 101% of the face amount of such ING Letter of Credit
remaining available to be drawn at the time of such surrender or
immediately prior to such expiration, as the case may be.
Section 3. Termination of CBK Letter of Credit. After the
surrender to ING for cancellation, and/or the passing of the final
expiration dates, of all ING Letters of Credit, ING will, upon the request
of the Company with five Business Days' (as defined in Section 6(a)
hereof) prior notice, surrender the CBK Letter of Credit to the Company
for cancellation.
Section 4. Refund of Letter of Credit Fees. On the last Business
Day (as defined in Section 6(a) hereof) in each calendar quarter, ING will
refund to the Company (to the extent not theretofore refunded) an amount
equal to the fees prepaid by the Company on the date hereof in respect of
each ING Letter of Credit to the extent that, as at such Business Day, ING
determines that (by reason of a drawing under such ING Letter of Credit or
the early termination thereof) such fee exceeds the amount to which ING
would have been entitled had the face amount of such ING Letter of Credit
that is available and undrawn on the date hereof remained available until
the stated expiration date of such ING Letter of Credit.
Section 5. Reimbursement Obligations.
Section 6. Miscellaneous.
(a) As used herein, the term "Business Day" means any day on which
commercial banks are not authorized or required to close in New York City.
(b) Notices by the Company to ING hereunder shall be in writing
and telecopied, mailed or delivered to ING at:
Internationale Nederlanden Bank, N.V.
De Amsterdamse Poort
P.O. Box 23432
1100 DX Amsterdam-Zuidoost
The Netherlands
All notices shall be effective upon receipt.
(c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
READING & XXXXX CORPORATION
By:
Title:
INTERNATIONALE NEDERLANDEN BANK, N.V.
By:
Title:
