EXHIBIT 10.12
XXXXXXXX ASSIGNMENT AGREEMENT
XXXXXXXX ASSIGNMENT AGREEMENT, dated as Of November 29, 1995,
between Internationale Nederlanden Bank N.V., a corporation organized
under the laws of The Netherlands (the "Assignor") and Reading & Xxxxx
Offshore, Limited, a corporation organized under the laws of the State of
Oklahoma, U.S.A. (the "Assignee").
W I T N E S S E T H:
WHEREAS, The Connecticut National Bank, a national banking
association, not in its individual capacity but solely as trustee under
the Trust Agreement (the "Owner Trustee"), has issued its 13 5/8% Secured
Notes due June 21, 2000 (Reading & Xxxxx "Xxxxxx X. Xxxxxxxx" Equipment
Trust) (the "Notes") pursuant to the Trust Indenture and Security
Agreement, dated June 21, 1985, as amended and restated as of March 27,
1991 (the "Indenture"), between the Owner Trustee and State Street Bank
and Trust Company of Connecticut, National Association, a national banking
association, as trustee thereunder (the "Indenture Trustee") (capitalized
terms used herein which are defined in the Indenture are used herein with
the same meaning); and
WHEREAS, Assignee desires to purchase all of Assignor's
rights, title and interest in and to such Notes equivalent to the future
payment of Alternative Basic Hire (or Regular Basic Hire) under the
Charter;
NOW THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, it is agreed as follows:
1. Assignment. Assignor hereby sells to Assignee, and
Assignee hereby purchases from Assignor all of Assignor's rights, title
and interest in and to the Notes (the "Assignment") (less the principal
portion of all Charter Payments (as defined in the Charter Payments
Guaranty) made with respect to the "XXXXXX X. XXXXXXXX" Equipment Trust).
2. Payments on Assignment. Assignor shall instruct the
Indenture Trustee in compliance with Section 2.04 of the Indenture to pay
directly to Assignee all, payments of principal and interest on the Notes
held by such Holder to which the Assignment entitles Assignee.
3. No Recourse. (a) Assignor makes no representation or
warranty, and shall have no responsibility, liability or obligation to
Assignee, with respect to (i) any statement, warranty or representation
made in or in connection with the Indenture or Charter, (ii) the financial
condition of the Owner Trustee, Charterer, any of their respective
affiliates, any guarantor or other person or entity, (iii) the performance
or observance of any of the terms, covenants or conditions of the
Indenture or Charter, (iv) the due execution, legality, validity,
enforceability, value, genuineness, sufficiency, collectibility, filing,
recording of or with respect to, or taking of any other action with
respect to, the Indenture or Charter or any collateral therefor, or (v)
any other matter relating to the Owner Trustee, Charterer, any guarantor,
the Indenture, the Charter, any collateral therefor or any other document
not specifically set forth herein.
(b) Assignor shall not be deemed to be a trustee, agent or
other fiduciary for Assignee in connection with the Notes, the Indenture,
the Charter or any collateral therefor and shall not be liable to Assignee
with respect to any error of judgment or anything Assignor may do or omit
to do in relation to the Notes, the Indenture or the Charter or any
collateral therefor.
(c) Assignor shall have no obligation to make any claim
against, or to assert any lien upon, any property of the Owner Trustee,
Charterer or any Guarantor, any of their respective affiliates, any other
guarantor or other person or to assert any offset thereagainst.
5. No Collateral. Assignee shall have no interest in any
property taken by the Owner Trustee, the Indenture Trustee or the Holders
as collateral for the Notes or Regular Basic Hire or Alternative Basic
Hire or any other loans or extensions of credit made to or for Charterer,
the owner Participant, the Assignor or any other person or entity by an
Assignor or any of its affiliates, or in any property which in any way may
hereafter become collateral for or otherwise available for payment of the
Notes or Regular Basic Hire or Alternative Basic Hire.
6. No Rights Against Owner-Trustee, Indenture Trustee,
Charterer. etc. Assignee acknowledges that it does not have, and agrees
not to assert or seek to exercise as a result of the Assignment hereunder,
any legal right or claim against the Owner Trustee, the Indenture Trustee,
Charterer, the Owner Participant, the Holders or an Guarantor or other
guarantor with respect to the Indenture, the Charter or the Notes,
including, without limitation, any right to give instructions under the
Indenture to the Owner Trustee or the Indenture Trustee.
7. Reimbursement for Expenses; Indemnity. To the extent
not reimbursed by Charterer, and without limiting the obligation of
Charterer to do so, Assignee agrees to reimburse Assignor for, indemnify
Assignor against, and hold Assignor harmless from, on demand, any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever that may at
any time be imposed on, incurred by, or asserted against Assignor at a
time when Assignee holds any Assignment in any way relating to this
Agreement, or any transactions contemplated hereby, or any action taken or
omitted to be taken by Assignor under or in connection with any of the
foregoing. The covenants contained in this paragraph 7 shall survive ter-
mination of this Agreement.
8. Representations. Assignee represents that it is
acquiring each Assignment solely for the purpose of investment. No
transfer or further assignment by Assignee shall relieve Assignee of its
obligations hereunder.
9. Governing Law. This Agreement and the respective rights
and obligations of the parties hereunder shall be governed by and
interpreted in accordance with the internal laws of the State of New York.
10. Consent to Jurisdiction. Each of the parties hereto
hereby irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the United States District Court for the Southern District
of New York and (without waiving any right to removal to the United States
District Court) any court of the State of New York located in The City of
New York in any action, suit or proceeding arising in connection with this
Agreement or any transaction herein or therein contemplated, and
irrevocably waives any objection which it may now or hereafter have to the
laying of venue or to the in personam and subject matter jurisdiction of
any such court in any such action, suit or proceeding. Assignee further
agrees that such final judgment obtained in New York shall be a
definitive, final and binding judgment upon it, and, to the maximum extent
permitted by law, not subject to collateral attack by it.
11. Miscellaneous. This Agreement shall be binding upon and
inure to the benefit of the parties hereunder and their respective legal
representatives, successors and assigns. The descriptive headings of the
several paragraphs of this Agreement are inserted for convenience only and
form no part of this agreement. This Agreement supersedes any prior
agreements, and sets forth the entire agreement, between Assignor and
Assignee with respect to the matters covered hereby and may not be
modified or supplemented orally. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, and it shall
not be necessary in making proof thereof to produce or account for more
than one such counterpart.
IN WITNESS WHEREOF, the parties have caused these presents to
be executed by their duly authorized officers the day and year first above
written.
INTERNATIONALE NEDERLANDEN BANK N.V.
By:
Name:
Title:
READING & XXXXX OFFSHORE, LIMITED
By:
Name:
Title:
