EXHIBIT 10.18
TERMINATION OF
ASSIGNMENT OF DRILLING CONTRACT REVENUES AND EARNINGS
THIS AGREEMENT 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")and Reading and Xxxxx,
Inc., a corporation organized and existing under the laws of the State of
Oklahoma ("RBI"), (RBC, RBD, RBX and RBI being referred to hereafter
collectively as the "Original Borrowers" or "Assignors") and Bank One,
Texas, N.A., a national banking association, as Trustee (the "Assignee").
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 23, 1993 (as so amended, the "Original Credit
Agreement"), Internationale Nederlanden Bank, N. V. (formerly known as NMB
Postbank Groep, N.V., the "Lender") agreed to provide funding to certain
of the Original Borrowers in the aggregate principal amount of up to USD
112,000,000; and
WHEREAS, the Original Borrowers (the "Assignors"), as security for
their obligations under the Original Credit Agreement, entered into that
Assignment of Drilling Contract Revenues and Earnings dated March 29, 1991
(as amended, from time to time, the "Assignment");
WHEREAS, with Reading and Xxxxx Borneo Drilling Co., Ltd., a
corporation organized and existing under the laws of the State of Oklahoma
("RBB") and Reading & Xxxxx (A) Pty. Ltd., a corporation organized and
existing under the laws of Australia ("RBA"), the Original Borrowers and
the Lender amended and restated the Original Credit Agreement pursuant to
the terms of that certain Amended and Restated Credit Facility Agreement
dated as of April 27, 1995, as amended (as so amended, the "Restated
Credit Agreement"); and
WHEREAS, the Original Borrowers, RBB, RBA and the Lender have agreed
to terminate the Restated Credit Agreement and for Lender to release all
collateral given in security for the obligations of the Original
Borrowers, RBB and RBA thereunder, including this Assignment, as follows.
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 Trustee, upon instructions of the Lender, agrees
to terminate and release the Assignment, effective as of the date hereof,
as follows.
1. The Assignment is terminated, effective as of the date hereof,
and the Original Borrowers are released from any and all
obligations thereunder.
2. The Trustee agrees to execute and deliver to the Original
Borrowers any and all UCC-3 Termination Statements for filing
in all relevant jurisdictions.
All capitalized terms used herein but not defined herein shall have
the meanings given to them in the Assignment.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK AND MAY NOT BE AMENDED OR CHANGED
EXCEPT BY AN INSTRUMENT IN WRITING.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Termination Agreement 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:
BANK ONE, TEXAS, N.A., as Trustee
By: __________________________
Name: ___________________
Title: ___________________
