EXHIBIT 10.24
TERMINATION OF
PLEDGE AGREEMENT
AND
IRREVOCABLE PROXY
AGREEMENT, dated November 29, 1995, between READING &
XXXXX CORPORATION, a corporation organized and existing under
the laws of the State of Delaware (the "Pledgor"), and BANK
ONE, TEXAS, N.A., as Trustee, its successors and assigns (the
"Pledgee").
W I T N E S S E T H:
WHEREAS, the Pledgor owns of record and beneficially all
of the issued and outstanding shares of Reading & Xxxxx
Drilling Co. (the "Company") (the Company and the Pledgor are
hereinafter collectively referred to as the "Obligors").
WHEREAS, the Obligors have entered into an Amended and
Restated Credit Facility Agreement dated as of April 27, 1995,
as amended (the "Credit Agreement") with INTERNATIONALE
NEDERLANDEN BANK, N.V. (the "Bank"), which Credit Agreement
provides for advances and the issuance of letters of credit by
the Bank to or for the account of the Obligors of up to USD
65,000,000 (the "Commitment") to be used for the purposes of
refinancing certain indebtedness of the Obligors and providing
working capital and credit for operations; and
WHEREAS, pursuant to the Trust Indenture dated March 29,
1991 between the Trustee and the Obligors as amended by
Amendment No. 1 to the Trust Indenture dated as of February
25, 1993 and as further amended by Assignment, Assumption and
Amendment No. 2 to Trust Indenture dated as of April 27, 1995,
the Pledgee has agreed to act as trustee for the Bank in
connection with the security provided by the Obligors for the
advances made and letters of credit issued pursuant to the
Credit Agreement; and
WHEREAS, the Pledgor and the Pledgee entered into the
Pledge Agreement and Irrevocable Proxy dated April 27, 1995
(the "Pledge Agreement"); and
WHEREAS, the Obligors have paid, or otherwise satisfied
or secured the repayment of, the Obligations, and the Bank has
agreed to release all collateral granted thereunder by the
Obligors, including the Pledge Agreement and Irrevocable Proxy
dated April 27, 1995 between Pledgor and Pledgee.
NOW THEREFORE, in consideration of the premises and other
good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as
follows:
1. Termination. Effective as of the date hereof, the
Pledge Agreement is terminated, and all of the Pledged
Securities and the Irrevocable Proxy have been delivered to
the Pledgor. Unless otherwise defined herein, all capitalized
terms shall have the meanings ascribed to them in the Pledge
Agreement.
2. General. This Agreement shall bind and inure to the
benefit of the respective successors and assigns of the
parties. This Agreement and the rights of the parties and of
any subsequent holder shall be construed in accordance with
and governed by the internal laws of the State of New York,
and may not be changed orally, but only by an instrument in
writing signed by the person against whom enforcement of such
change, modification or discharge is sought.
3. Counterparts. This Pledge Agreement may be executed
in any number of counterparts, each of which for all purposes
shall be deemed to be an original.
IN WITNESS WHEREOF, the parties have caused this Pledge
Agreement to be executed the day and year first above written.
READING & XXXXX CORPORATION
By:
Name:
Title:
BANK ONE, TEXAS, N.A. as Trustee
By:
Name:
Title:
