Exhibit 10.102
SUBSIDIARY ASSUMPTION AGREEMENT
SUBSIDIARY ASSUMPTION AGREEMENT (this "Agreement"), dated as of
July 9, 1996, made by RB DRILLING CO., an Oklahoma corporation and HRB Rig
CORPORATION, an Oklahoma corporation (each a "New Subsidiary" and together the
"New Subsidiaries"). Unless otherwise defined herein, capitalized terms used
herein and defined in the Credit Agreement referred to below are used herein
as so defined.
W I T N E S S E T H :
WHEREAS, READING & XXXXX CORPORATION, a Delaware corporation (the
"Holdings"), READING & XXXXX DRILLING CO., an Oklahoma corporation (the
"Borrower"), the financial institutions party to the Credit Agreement referred
to below (each, a "Bank" and, collectively, the "Banks"), CREDIT LYONNAIS NEW
YORK BRANCH, as Co-Agent (the "Co-Agent"), and CHRISTIANIA BANK OG
KREDITKASSE, NEW YORK BRANCH, as Agent for the Banks (in such capacity, the
"Agent") are parties to a Credit Agreement, dated as of April 30, 1996 (as
amended, modified or supplemented from time to time, the "Credit Agreement");
WHEREAS, in connection with the Credit Agreement, various
Subsidiaries of the Borrower have entered into a Subsidiary Guaranty, dated as
of April 30, 1996 and (as in effect on the date hereof, the "Subsidiary
Guaranty");
WHEREAS, in connection with the Credit Agreement, the Borrower and
various of its Subsidiaries have entered into an Amended and Restated Security
Agreement, dated as of April 30, 1996 (as in effect on the date hereof, the
"Security Agreement" and, together with the Subsidiary Guaranty, the
"Documents"); and
WHEREAS, each New Subsidiary desires to execute and deliver this
Agreement in order to become a party to each of the Documents;
NOW, THEREFORE, IT IS AGREED:
1. Subsidiary Guaranty. By executing and delivering this
Agreement, the each New Subsidiary hereby becomes a party to the Subsidiary
Guaranty as a "Guarantor" thereunder, and hereby expressly and jointly and
severally assumes all obligations and liabilities of a "Guarantor" thereunder,
subject to the limitations set forth therein.
2. Security Agreement. By executing and delivering this
Agreement, the each New Subsidiary hereby (i) becomes a party to the Security
Agreement as an "Assignor" thereunder, (ii) expressly assumes all obligations
and liabilities of an "Assignor" thereunder and (iii) pledges and grants to
the Collateral Agent, for the benefit of Secured Creditors, as collateral
security for the prompt payment in full when due (whether at stated maturity,
by acceleration or otherwise) of the Obligations (as defined in the Security
Agreement), a security interest in, to and for the benefit of the Secured
Creditors all of its right, title and interest in, to and under the Collateral
(as defined in the Security Agreement). Each New Subsidiary hereby makes each
of the representations and warranties contained in the Security Agreement on
the date hereof, after giving effect to this Agreement.
3. Financing Statements. By executing and delivering this
Agreement, the each New Subsidiary hereby agrees to execute and deliver to the
Collateral Agent such financing statements, in form acceptable to the
Collateral Agent, as the Collateral Agent may request or as are necessary or
desirable in the opinion of the Collateral Agent to establish and maintain a
valid, enforceable, first priority perfected security interest in the
Collateral (as defined in the Security Agreement) owned by each New
Subsidiary.
4. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to
be duly executed and delivered as of the date first above written.
RB DRILLING CO.
By______________________________
Title:
HRB RIG CORPORATION
By_____________________________
Title:
