EXHIBIT 10.106
GENERAL ASSIGNMENT
XXXX XXXXX
THIS GENERAL ASSIGNMENT (this "Assignment") is made the 28th day of
November, 1995 by READING & XXXXX DRILLING CO., a corporation incorporated
in and under the laws of the State of Oklahoma, with its office at 000
Xxxxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (the "Assignor"), in favor
of CHRISTIANIA BANK OG KREDITKASSE, a Norwegian banking corporation,
acting through its New York branch at 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000 as Agent for the Lenders referred to below (the
"Assignee");
Recitals
(A) The Assignor is the sole owner of the whole of the semi-
submersible drilling unit XXXX XXXXX (the "Rig"), Official No. D906283, of
approximately 19928 gross registered tons, documented in the name of the
Assignor under the laws and flag of the United States at the port of
Houston, Texas;
(B) By a Credit Facility Agreement dated as of November 16, 1995, as
the same may be amended or supplemented from time to time (the "Credit
Agreement"), among (i) the Assignor and Reading & Xxxxx Exploration Co.,
an Oklahoma corporation, as joint and several borrowers (collectively, the
"Borrowers"), (ii) Reading & Xxxxx Corporation, as guarantor, (iii) the
lenders referred to therein (the "Lenders") and (iv) the Assignee, as
agent for the Lenders, the Lenders have agreed to make available to the
Borrowers (i) a reducing revolving credit facility in the principal amount
of Forty-Five Million United States Dollars (U.S.$45,000,000) (the
"Revolving Credit Facility") and (ii) a Standby Letter of Credit Facility
in an aggregate amount not to exceed Ten Million United States Dollars
(U.S. $10,000,000) (the "Standby Letter of Credit Facility", and together
with the Revolving Credit Facility, collectively the "Credit Facility").
(C) It is a condition precedent, among others, to making the Credit
Facility available to the Borrowers under the Credit Agreement that the
Assignor execute and deliver this Assignment to the Assignee as partial
security for amounts advanced under the Credit Facility and all other sums
payable or to become payable by the Assignor under or arising from the
Credit Agreement, the Note and the Security Documents (as such terms are
defined in the Credit Agreement).
In consideration of the recitals prescribed above, the premises
contained herein and such other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the Assignor,
and in order to induce the Lenders to make the Credit Facility available
to the Borrowers:
1. The Assignor, as legal and beneficial owner, hereby assigns,
transfers and sets over unto the Assignee for the benefit of the Assignee
and its successors and assigns, and hereby grants the Assignee a security
interest in, all of the Assignor's right, title and interest in and to:
(i) the earnings of the Rig from any source; (ii) all moneys or other
compensation payable by reason of requisition of title or for hire or
other compulsory acquisition of the Rig; and (iii) all proceeds of the
foregoing. As used herein, "earnings" in (i) means:
(a) all charterhire and other moneys and rights and claims to
moneys;
(b) all the Assignor's right, title and interest to and in any
moneys whatsoever payable to the Assignor under any
bareboat or time charter, drilling contract, or other
contract for the use or employment of the Rig, and all
other rights and benefits whatsoever accruing to the
Assignor thereunder, including (but without prejudice to
the generality of the foregoing) all claims for damages
for any breach by any charterer or other party thereto of
any such bareboat or time charter, contract of
affreightment, or other contract for the use or employment
of the Rig; and
(c) all freights (if any), passage moneys (if any), hire
moneys (if any), compensation (if any) payable to the
Assignor in the event of the requisition of the Rig for
hire, remuneration for salvage and towage services (if
any), demurrage and detention moneys (if any), and any
other earnings whatsoever due or to become due to the
Assignor.
2. The Assignor hereby represents, warrants and undertakes that:
(a) notice of this Assignment in the form attached hereto as
Exhibit 1 will be promptly delivered upon the occurrence
of an Event of Default as defined in Clause 11 of the
Credit Agreement to any charterer of the Rig; and
(b) upon the occurrence of an Event of Default as defined in
Clause 11 of the Credit Agreement, it will use its good
faith efforts to cause any charterer to execute a Consent
and Agreement to this Assignment in the form attached
hereto as Exhibit 2 and deliver such Consent and Agreement
to the Assignee.
3. All earnings of the Rig assigned hereby shall be payable to the
Earnings Account (as defined in the Credit Agreement) in accordance with
and subject to Clause 13 of the Credit Agreement.
4. The Assignor hereby undertakes that, notwithstanding this
Assignment, it shall punctually perform all its obligations under all
charters and contracts pertaining to the Rig.
5. It is hereby expressly agreed that, anything contained herein to
the contrary notwithstanding, the Assignor shall remain liable under all
charters and contracts pertaining to the Rig to perform the obligations
assumed by it thereunder, and the Assignee shall have no obligation or
liability of any nature whatsoever under any such charter or contract by
reason of, or arising out of, this Assignment, nor shall the Assignee be
required to assume or be obligated in any manner to perform or fulfill any
obligation of the Assignor under or pursuant to any such charter or
contract or to make any payment or make any inquiry as to the nature or
sufficiency of any payment received by the Assignee, or, unless and until
indemnified to its satisfaction, to present or file any claim or to take
any other action to collect or enforce the payment of any amounts which
may have been assigned to it or to which it may be entitled hereunder or
pursuant hereto at any time or times.
6. The Assignor shall promptly notify the Assignee in writing of
the commencement and termination of any period during which the Rig may be
requisitioned.
7. The Assignor hereby further covenants and undertakes promptly to
furnish the Assignee with all such information as it may from time to time
reasonably require regarding the employment, position and engagements of
the Rig.
8. The Assignor hereby warrants and represents that it has not
assigned or pledged, and hereby covenants that it will not assign or
pledge so long as this Assignment shall remain in effect, any of its
right, title or interest in the whole or any part of the moneys and claims
hereby assigned, to anyone other than the Assignee, and it will not take
or omit to take any action, the taking or omission of which might result
in a material alteration or impairment of the rights hereby assigned or
any of the rights created in this Assignment.
9. The Assignor does hereby appoint and constitute the Assignee as
the Assignor's true and lawful attorney-in-fact with full power (in the
name of the Assignor or otherwise), to ask, require, demand, receive,
compound and give acquittance for any and all moneys and claims for moneys
assigned hereby, to endorse any checks or other instruments or orders in
connection therewith, to file any claims or take any action or institute
any proceedings which the Assignee may deem to be necessary or advisable
in the premises and to file, without the signature of the Assignor, any
and all Uniform Commercial Code financing statements or renewals thereof
arising from this Assignment which the Assignee may deem to be necessary
or advisable in order to perfect or maintain the security interest granted
hereby. Such appointment of the Assignee as attorney-in-fact is
irrevocable and coupled with an interest.
10. The Assignee shall not be required to make any inquiry as to the
nature or sufficiency of any payment received by the Assignee, or, unless
and until indemnified to its satisfaction, to present or file any claim,
or to take any other action to collect or enforce the payment of any
amounts which may have been assigned to it or to which it may be entitled
hereunder or pursuant hereto at any time or times.
11. All moneys collected or received by the Assignee pursuant to
this Assignment shall be dealt with as provided in the Credit Agreement
and the Mortgage (as defined in the Credit Agreement) relating to the Rig.
12. Each and every right, power and remedy given herein or in the
Credit Agreement or in the Security Documents to the Assignee shall be
cumulative and shall be in addition to every other right, power and remedy
of the Assignee now or hereafter existing at law, in equity or by statute,
and each and every right, power and remedy, whether herein given or
otherwise existing, may be exercised from time to time, in whole or in
part, and as often and in such order as may be deemed expedient by the
Assignee, and the exercise or the commencement of the exercise of any
right, power or remedy shall not be construed to be a waiver of the right
to exercise at the same time or thereafter any other right, power or
remedy. No delay or omission by the Assignee in the exercise of any right
or power in the pursuance of any remedy accruing upon any breach or
default by the Assignor shall impair any such right, power or remedy or be
construed to be a waiver of any such right, power or remedy or to be an
acquiescence therein; nor shall the acceptance by the Assignee of any
security or of any payment of or on account of any of the amounts due from
the Assignor to the Assignee and maturing after any breach or default or
of any payment on account of any past breach or default be construed to be
a waiver of any right to take advantage of any future breach or default or
of any past breach or default not completely cured thereby.
13. If any provision of this Assignment shall at any time for any
reason be declared or decided to be invalid, void or otherwise inoperative
by a court of competent jurisdiction, such declaration or decision shall
not affect the validity of any other provision or provisions of this
Assignment, or the validity of this Assignment as a whole. In the event
that by reason of any law or regulation in force or to become in force, or
by reason of a ruling of any court of competent jurisdiction, or by any
other reason whatsoever, this Assignment is rendered either wholly or
partly defective, the Assignor shall furnish the Assignee with an
alternative assignment or security and do all such other acts as are
reasonably required in order to ensure and give effect to the full intent
of this Assignment.
14. It is declared and agreed that the security created by this
Assignment shall be held by the Assignee as a continuing security for the
payment of all moneys which may at any time and from time to time be or
become payable by the Assignor under the Credit Agreement, the Note and
the Security Documents and that the security so created shall not be
satisfied by an intermediate payment or satisfaction of any part of the
amount hereby secured and that the security so created shall be in
addition to and shall not in any way be prejudiced or affected by any
collateral or other security now or hereafter held by the Assignee for all
or any part of the moneys hereby secured.
15. If the Assignor shall pay and discharge, or shall cause to be
paid and discharged, the principal of and interest on the Credit Facility
and shall pay or cause to be paid all other sums payable by it under or
arising from the Credit Agreement, the Note and the Security Documents,
all the rights, title and interests herein assigned shall revert to the
Assignor, without further act on the part of the Assignor, the Assignee or
the Agent (except such execution and filing of termination statements,
releases, or like instruments as may be reasonably required to terminate
this Assignment as a mater of public record), and this Assignment shall
terminate.
16. Whenever in this Assignment reference is made to any person,
such reference shall be deemed to include the successors and assigns of
such person.
17. Notices and other communications hereunder shall be sent by
telex or telecopy and confirmed by certified mail (by airmail, if
international) as follows:
If to the Assignor - c/o Reading & Xxxxx Corporation
000 Xxxxxxxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Telefacsimile No.: (000) 000-0000
Attention: Chief Financial Officer
If to the Assignee - Christiania Bank og Kreditkasse,
acting through its New York branch
00 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telex No.: 824277 CBNY UF
Telefacsimile No.: (000) 000-0000
Attention: Loan Administration
With a copy to:
Xxxxxx, Xxxxxx & Xxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telex No.: 6790626 WFW NY
Telefacsimile No.: (000) 000-0000
Attention: Xxxx X. Xxxxxxx, Xx., Esq.
Every notice or demand shall, except so far as otherwise expressly
provided by this Agreement, be deemed to have been received in the case of
a telex or telefacsimile with confirmed answerback at the time of dispatch
thereof (provided that if the date of dispatch is not a business day in
the locality of the party to whom such notice or demand is sent it shall
be deemed to have been received on the next following business day in such
locality), in the case of a letter delivered by hand at the time of
delivery, and in the case of a letter delivered by mail on the expiration
of the fifth (5th) business day after the same is put into the mail.
18. This Assignment shall be deemed to be a contract under the
substantive laws of the State of New York and for all purposes shall be
construed in accordance with the internal laws of said state, without
reference to principles of conflicts of law.
IN WITNESS WHEREOF, the Assignor has caused this Assignment to be
executed as of the day and year first above written.
READING & XXXXX DRILLING CO.
By ________________________
Its:
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Exhibit 1
to
General Assignment
NOTICE OF ASSIGNMENT
TO:
TAKE NOTICE THAT:
By a General Assignment dated the ____ day of November, 1995 made by
us to Christiania Bank og Kreditkasse, acting through its New York
Branch, as agent (the "Assignee"), and relating to the United States
flag vessel XXXX XXXXX (the "Rig"), we have assigned to the Assignee
as from the date thereof all our right, title and interest in and to
any moneys whatsoever payable to us under that certain [Charter
Contract] dated as of ____________, 199__ (the "Contract") between
yourselves and the undersigned concerning the Rig, as the Contract may
at any time be amended or supplemented, and all other rights and
benefits whatsoever accruing to us which arise or may arise from the
operation of the Rig under the Contract including (but without
prejudice to the generality of the foregoing) all claims for damages
for any breach of the Contract by you, provided that you shall pay all
proceeds due us under the Contract to the account in the joint names
of the undersigned and Reading & Xxxxx Exploration Co. with
Christiania Bank og Kreditkasse, Grand Cayman Branch, Account No.
0000000000, until you are otherwise notified by the Assignee. Upon
receipt of such notice in writing, you are authorized and instructed
to pay to the Assignee as from the date thereof all such moneys as you
may be or become liable to pay under the Contract to such account as
the Assignee may direct.
DATED THIS day of , 199__.
READING & XXXXX DRILLING CO.
By ________________________
Its:
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Exhibit 2
to
General Assignment
CONSENT AND AGREEMENT
The undersigned, [ ], a party to the Contract
to which the Notice of Assignment delivered pursuant to the foregoing
Assignment refers (terms defined in the Assignment are used herein with
the same meaning), in consideration of the sum of one dollar ($1.00)
lawful money of the United States of America and other good and valuable
consideration, paid by Christiania Bank og Kreditkasse, acting through its
New York Branch, as agent (the "Assignee"), the receipt of which is hereby
acknowledged, hereby acknowledges notice of and consents and agrees to the
foregoing Assignment and to all of the terms thereof and agrees that: (1)
upon receipt of written notice from the Assignee it will make payment
directly to such account as the Assignee may direct, of all moneys due and
to become due from it under the Contract until receipt of written notice
from the Assignee that all obligations to the Lenders secured by said
Assignment have been paid in full; and (2) any such payment shall be final
and the undersigned will not seek to recover from the Assignee for any
reason whatsoever any moneys paid by the undersigned to the Assignee by
virtue of the foregoing Assignment and this Consent and Agreement but this
shall not prevent the set off or credit against or deduction from any
moneys payable to the Assignee by virtue of said Assignment of amounts
owing to the undersigned by Reading & Xxxxx Drilling Co. under the
Contract.
[ ], as charterer, confirms and agrees that
the Contract is in full force and effect and is enforceable in accordance
with its terms and the Assignor is not in default thereunder.
This Consent and Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York, without
reference to principles of conflicts of law.
Dated: ______________, 199__
[ ]
By
Its:
