Exhibit 10.107
AMENDMENT
TO
FIRST PREFERRED MORTGAGE
Dated July 9, 1996
READING & XXXXX EXPLORATION CO.
in favor of
WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee
X. X. XXXXXXX
AMENDMENT to FIRST PREFERRED MORTGAGE made and given this 9th day of
July, 1996 between READING & XXXXX EXPLORATION CO. (herein called the
"Owner"), with offices at 000 Xxxxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000,
and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its
individual capacity but solely as indenture trustee for the Banks and as
mortgagee (the "Trustee") with offices at Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000-0000.
WHEREAS:
(A) The Owner is the sole owner of the whole of the offshore drilling unit
X.X. XXXXXXX documented under the laws and flag of the United States of
America with Official Number 626904 of 6,494 gross registered tons and
5,834 net registered tons (the "Rig").
(B) By a Credit Agreement dated as of April 30, 1996 (as amended, restated
or supplemented from time to time, the "Credit Agreement") among Reading
& Xxxxx Corporation, a Delaware corporation ("Holdings"), Reading &
Xxxxx Drilling Co., an Oklahoma corporation (the "Borrower"), the banks
party thereto (the "Banks"), Credit Lyonnais New York Branch, as co-
agent (the "Co-Agent"), and Christiania Bank og Kreditkasse, New York
Branch, as agent (the "Agent"), it was agreed, among other things, that
the Banks would make available to the Borrower upon the terms and
conditions therein described a reducing revolving credit facility (the
"Facility") in an aggregate amount at any time outstanding of Xxx
Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Dollars (US$100,000,000), providing for
the making of Loans and the issuance of, and participation in, Letters
of Credit as contemplated therein.
(C) To secure the obligations of the Borrower with respect to the Facility
and its obligations under the Credit Agreement, the Owner has
authorized, executed and delivered a Subsidiary Guaranty (as amended,
restated or supplemented from time to time, the "Subsidiary Guaranty")
dated April 30, 1996 in favor of the Agent and the Banks and to secure
the obligations of the Owner under the Subsidiary Guaranty, the Owner
has executed and delivered to the Trustee a first preferred mortgage
dated April 30, 1996 with respect to the Rig (the "Mortgage") which was
recorded at the National Vessel Documentation Center on April 30, 1996
in Book 96-21 at Page 89. The form of the Credit Agreement and the form
of the Subsidiary Guaranty are attached to the Mortgage as Exhibits 1
and 2, respectively.
(D) By an Amendment to the Credit Agreement dated as of July 9, 1996 (the
"Amendment"), the form of which Amendment without attachments is
attached hereto as Exhibit 1 among Holdings, the Borrower, the Banks,
the Co-Agent and the Agent, it was agreed among other things that the
Banks would increase the amount available to the Borrower under the
Facility to an aggregate amount at any time outstanding of Xxx Xxxxxxx
Xxxxx Xxxxxxx Xxxxxx Xxxxxx Dollars (US$140,000,000) subject to semi-
annual reductions as set forth therein.
(E) In order to secure its obligations with respect to the Secured
Indebtedness under the Subsidiary Guaranty and the performance and
observance of and compliance with all of the covenants, terms and
conditions contained in the Mortgage, as amended hereby, and to induce
the Banks to enter into the Amendment and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged by the Owner, the Owner has duly authorized the execution
and delivery of this Amendment to the Mortgage under and pursuant to the
United States Ship Mortgage Act, 1920, as amended, recodified at 46
U.S.C. 31301 et seq.
NOW THIS AMENDMENT WITNESSETH AND IT IS HEREBY AGREED:
1. DEFINITIONS AND INTERPRETATION
1.01 Terms defined in the Mortgage shall have the same meaning as used
herein.
1.02 The terms "Credit Agreement" and "Subsidiary Guaranty" as defined
in Clause 1.01 of the Mortgage and as used in the Mortgage shall be deemed to
refer to the Credit Agreement as amended by the Amendment and as further
amended, restated or supplemented from time to time, and the Subsidiary
Guaranty as amended, restated or supplemented from time to time.
1.03 The term "Other Rigs" shall be amended to refer to the X.X. XxXXXX
as registered under the laws of the Republic of Panama of 15,453 gross
registered tons and 4,636 net registered tons, and shall also include (i) the
xxxx-up drilling rig XXXXXX X. XXXX owned by HRB Rig Corporation documented
under the laws and flag of the United States of America with Official Number
642693 of 4,121 gross tons and 3,079 net registered tons, (ii) the offshore
drilling rig Rig 41 owned by the RB Drilling Co. documented under the laws of
the Republic of Panama with Patente Number 22365-95 of 10,078 gross tons and
3,024 net registered tons and (iii) the offshore drilling rig SEILLEAN to be
acquired by the RB as contemplated by the Amendment.
2. CONFIRMATION OF MORTGAGE
2.01 To secure the obligations of the Owner under the Subsidiary
Guaranty, the Owner confirms and ratifies the granting of a mortgage on and a
security interest in the Rig pursuant to the Clause 3.01 of the Mortgage.
3. RECORDING
3.01 For the purpose of recording this Amendment, the total amount of
the Mortgage is increased to U.S.$140,000,000 (One Hundred Forty Million U.S.
Dollars) of principal, plus interest, fees, commission and performance of
mortgage covenants. The interest of the Owner in the Rig is 100%. The
interest of the Trustee in the Rig is 100%. The discharge amount remains the
same as the total amount plus such other sums as shall be payable by the Owner
to the Banks under the Credit Agreement or the Subsidiary Guaranty.
4. RATIFICATION
4.01 Except as expressly amended hereby, the Mortgage remains in full
force and effect.
IN WITNESS WHEREOF, the Owner and the Mortgagee have executed this
Amendment on the date written below, to be effective as of the date first
written above.
READING & XXXXX EXPLORATION CO.
By:_______________________
Date:_______________
WILMINGTON TRUST COMPANY, as Indenture Trustee
By:________________________
Date:_______________
ACKNOWLEDGEMENT
STATE OF NEW YORK )
) S.S.
COUNTY OF NEW YORK )
On this 9th day of July, 1996 before me personally appeared
_________________ to me known who being by me duly sworn did dispose and say
that he resides at ____________________________, that he is __________ for
READING & XXXXX EXPLORATION CO., the corporation described in and which
executed the foregoing instrument; and that he signed his name thereto by
order of the Board of Directors of said corporation.
___________________________
Notary Public
ACKNOWLEDGEMENT
STATE OF NEW YORK )
) S.S.
COUNTY OF NEW YORK )
On this 9th day of July, 1996 before me personally appeared
_________________ to me known who being by me duly sworn did dispose and say
that he resides at ____________________________, that he is __________ of
WILMINGTON TRUST COMPANY, the corporation described in and which executed the
foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
___________________________
Notary Public
