EXHIBIT 10.15
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT, dated November 29, 1995 (this
"Amendment"), is entered into by and among READING & XXXXX CORPORATION, a
Delaware corporation ("RBC"), READING & XXXXX DRILLING CO., an Oklahoma
corporation ("RBD"), READING & XXXXX EXPLORATION CO., an Oklahoma
corporation ("RBX"), READING AND XXXXX, INC., an Oklahoma corporation
("RBI"), READING AND XXXXX BORNEO DRILLING CO., LTD., an Oklahoma
corporation ("RBB"), READING & XXXXX (A) PTY. LTD., a company incorporated
under the laws of the state of Western Australia, Commonwealth of
Australia ("RBA") (RBC, RBD, RBX, RBI, RBB and RBA being referred to
collectively as the "Borrowers" and individually as a "Borrower"), and
INTERNATIONALE NEDERLANDEN BANK, N.V., a company incorporated under the
laws of the Netherlands, formerly known as NMB POSTBANK GROEP N.V. (the
"Lender").
W I T N E S S E T H:
WHEREAS, the Borrowers and the Lender are parties to a certain
Amended and Restated Credit Facility Agreement dated as of April 27, 1995,
as amended (as so amended, the "Credit Agreement"), all terms used herein
without definition shall have the meanings ascribed to such terms in the
Credit Agreement;
WHEREAS, the Borrowers desire to repay Facility C and
terminate Facility D and Facility E, and obtain the release of all
collateral granted under and pursuant to the Credit Agreement; and
WHEREAS, the Borrowers and the Lender have agreed to terminate
the Credit Agreement, all upon the terms and subject to the conditions and
requirements acceptable to the Lender as set forth herein;
NOW THEREFORE, for and in consideration of the mutual premises
contained herein and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. Termination of Credit Agreement. Effective the date first
shown above, (i) Facility C is repaid in full, (ii) by separate Letter of
Credit Wind-Down Agreement Lender has received a back-up standby letter of
credit meeting the requirements of Sections 5.1(z) and 6.1(z) to secure
Lender with respect to the Existing Facility D Letter of Credit and all
Existing Facility E Letters of Credit, (iii) Lender has released or
instructed the Trustee to release all collateral including the Notes,
Mortgages, Assignments, Pledges and Pledge of Earnings Accounts, and (iv)
the Credit Agreement is terminated by mutual agreement among the Lender
and the Borrowers.
2. Representations and Warranties. Borrowers, without limiting
the representations and warranties provided in the Credit Agreement,
represent and warrant to the Lender that the execution, delivery and
performance by the Borrowers of this Agreement have been duly authorized
by all necessary action on the part of each of the Borrowers and do not
and will not (i) violate any provision of any Borrower's articles of
incorporation, by-laws, or other organizational documents or any
Applicable Law, or (ii) be in conflict with, result in a breach of, or
constitute (following notice or lapse of time or both) a default under any
material agreement to which any Borrower is a party or by which any
Borrower or any of its property is bound.
3. Expenses. The Borrowers agree to pay on demand all reasonable
costs and expenses of the Lender in connection with the preparation,
execution and delivery of this Agreement and the other instruments and
documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Lender with
respect thereto and with respect to advising the Lender as to its rights
and responsibilities hereunder and thereunder.
4. Conditions Precedent. This Agreement shall be effective upon
receipt by the Lender of all of the following, each in form and substance
satisfactory to the Lender:
(a) Fully executed counterparts of this Agreement.
(b) Certified copies of the resolutions of the Boards of
Directors of each of the Borrowers authorizing the execution and
delivery by each of the Borrowers of this Agreement on behalf of
each of the Borrowers, and all documents evidencing other necessary
corporate action with respect to this Agreement.
(c) Certificate of the Secretary or the Assistant Secretary
of each Borrower certifying the names and true signatures of the
officers of each Borrower authorized to sign this Agreement on
behalf of such Borrower and the other documents or certificates to
be executed by such Borrower pursuant to this Agreement.
(d) Copies certified as of a recent date by the Secretary or
the Assistant Secretary of each Borrower of its By-Laws.
(e) A copy of each Borrower's Certificate of Incorporation
certified by the Secretary of State of the state of incorporation
within thirty (30) days from the date of this Agreement and
certificates dated as of a recent date of the Secretary of State of
the state of incorporation as to the existence and good standing of
each Borrower.
(f) An opinion of counsel to the Borrowers in form and
substance acceptable to the Lender.
(g) All orders, consents, approvals, licenses,
authorizations and validations of, filings, recordings and
registrations with and exemptions by any Governmental Agency or any
Person (other than any routine filings which may be required after
the date hereof with appropriate governmental authorities in
connection with the operation of the Rigs) required to (i) authorize
the execution, delivery and performance by the Borrowers of this
Agreement or (ii) prevent the execution, delivery and performance by
the Borrowers of this Agreement from resulting in a breach of any of
the terms and conditions of, or resulting in a breach of any of the
terms or conditions of, or resulting in the imposition of any lien,
charge or encumbrance upon any properties of the Borrowers pursuant
to, or constituting a default (with due notice or lapse of time or
both), if such breach, imposition or default would result in a
materially adverse change in the financial position of the
Borrowers, or resulting in an occurrence of any event for which any
holder or holders of Indebtedness may declare the same due and
payable under, any indenture, agreement, order, judgment or
instrument under which any Borrower is a party (other than the
Mortgage, the Pledges or the Assignments) or to the Borrowers'
knowledge after due inquiry by which the Borrowers or their property
may be bound or affected, or under the Certificates of Incorporation
or By-Laws of the Borrowers, shall have been obtained or made.
(h) Facility C shall have been repaid in full, the Lender
shall have been provided a standby letter of credit meeting the
requirements of Sections 5.1(z) and 6.1(z) with respect to the
Existing Facility D Letter of Credit and all Existing Facility E
Letters of Credit, pursuant to a separate Letter of Credit Wind-Down
Agreement between Lender and the Borrowers and the Lender shall have
received copies of all of the agreements executed in connection
therewith in a form reasonably satisfactory to the Lender.
5. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto, their respective heirs,
successors, successors-in-titles, and assigns.
6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
NOTWITHSTANDING ANY PRINCIPLES REGARDING CONFLICTS OF LAWS THEREOF.
7. Entire Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the matters set forth herein,
and shall supersede any prior negotiations or agreements, whether written
or oral, with respect thereto.
8. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts and
may be delivered by telecopier. Each counterpart so executed and
delivered shall be deemed an original and all of which taken together
shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
through their authorized officers as of the date first above written.
READING & XXXXX CORPORATION
By:
Name: X. X. Xxxxx
Title: Executive Vice President,
Finance and Administration
READING & XXXXX DRILLING CO.
By:
Name: X. X. Xxxxx
Title: Vice President and Treasurer
READING & XXXXX EXPLORATION CO.
By:
Name: X. X. Xxxxx
Title: Vice President and Treasurer
READING AND XXXXX, INC.
By:
Name: X. X. Xxxxx
Title: Vice President and Treasurer
READING AND XXXXX BORNEO DRILLING
CO., LTD.
By:
Name: X. X. Xxxxx
Title: Vice President and Treasurer
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: X. X. Xxxxx
Title: Vice President and Treasurer
X. X. Xxxxx, Director
X. X. Xxxxxx, Secretary
INTERNATIONALE NEDERLANDEN BANK, N.V.
By: ________________________
Name:
Title:
[SIGNATURE PAGE FOR TERMINATION AGREEMENT]
