Exhibit 10.86
SECURITY AGREEMENT
SECURITY AGREEMENT (as amended, modified or supplemented from time
to time, this "Agreement"), dated as of April 30, 1996, between Reading &
Xxxxx Drilling Co. (the "Borrower"), Reading & Xxxxx Exploration Co., Reading
& Xxxxx (A) Pty. Ltd. and Reading and Xxxxx Borneo Drilling Co. Ltd.
(collectively the Subsidiary Guarantors and, together with the Borrower, the
"Assignors"), and Christiania Bank og Kreditkasse, New York Branch, as
Collateral Agent (the "Collateral Agent"), for the benefit of the Banks, the
Letter of Credit Issuer, the Agent and the Trustee under, and as defined in,
the Credit Agreement hereinafter referred to (such Banks, Letter of Credit
Issuer, Agent and Trustee are hereinafter called the "Secured Creditors").
Except as otherwise defined herein, capitalized terms used herein and defined
in the Credit Agreement shall be used herein as so defined.
W I T N E S S E T H :
WHEREAS, Reading & Xxxxx Corporation, the Borrower, the Banks,
Credit Lyonnais New York Branch, as Co-Agent and Christiania Bank og
Kreditkasse, New York Branch, as Agent (the "Agent"), have entered into a
Credit Agreement, dated as of April 30, 1996 (as modified, supplemented or
amended from time to time, the "Credit Agreement"), providing for the making
of Loans and the issuance of, and participation in, Letters of Credit as
contemplated therein;
WHEREAS, the Subsidiary Guarantors have executed the Subsidiary
Guaranty and thereby guaranteed the obligations of the Borrower under the
Credit Agreement and the other Credit Documents;
WHEREAS, the Borrower desires to incur Loans and to have Letters
of Credit issued for its account under the Credit Agreement;
WHEREAS, it is a condition precedent to the making of Loans and
the issuance of Letters of Credit under the Credit Agreement and to the
occurrence of the Effective Date that the Assignors shall have executed and
delivered to the Collateral Agent this Agreement;
WHEREAS, the Assignors desire to execute this Agreement to satisfy
the conditions described in the preceding paragraph;
NOW, THEREFORE, in consideration of the benefits accruing to the
Assignors, the receipt and sufficiency of which are hereby acknowledged, the
Assignors hereby make the following representations and warranties to the
Collateral Agent and hereby covenant and agree with the Collateral Agent as
follows:
SECTION 1. PLEDGE AND GRANT OF SECURITY INTEREST.
1.01 Obligations Secured. The Agreement is made for the benefit
of the Secured Creditors to secure (i) the full and prompt payment when due of
(x) the principal of and interest on the Notes issued, and Loans made, under
the Credit Agreement, and all reimbursement obligations and Unpaid Drawings
with respect to the Letters of Credit issued under the Credit Agreement and
(y) all other obligations and indebtedness (including, without limitation,
indemnities, Fees and interest thereon) of the Borrower to the Secured
Creditors, whether now existing or hereafter incurred under, arising out of or
in connection with the Credit Agreement and the other Credit Documents and the
due performance and compliance by the Borrower with all of the terms,
conditions and agreements contained in the Credit Agreement and the other
Credit Documents; (ii) any and all sums advanced by the Collateral Agent in
order to preserve the Collateral (as hereinafter defined) or preserve its
security interest in the Collateral; (iii) in the event of any proceeding for
the collection or enforcement of any indebtedness, obligations, or liabilities
of the Borrower referred to in clause (i) above, after an Event of Default
shall have occurred and be continuing, the reasonable expenses of the
Collateral Agent of re-taking, holding, preparing for sale or lease, selling
or otherwise disposing of or realizing on the Collateral, or of any exercise
by the Collateral Agent of its rights hereunder, together with reasonable
attorneys' fees of counsel to the Collateral Agent and court costs; and (iv)
all amounts paid by any Indemnitee as to which such Indemnitee has the right
to reimbursement under Section 11 of this Agreement (all such obligations,
liabilities, sums and expenses referred to in clauses (i) through (iv) above
being collectively referred to as the "Obligations"). It is acknowledged and
agreed that the "Obligations" shall include extensions of credit of the types
described above, whether outstanding on the date of this Agreement or extended
from time to time after the date of this Agreement.
1.02 Pledge and Grant of Security Interest. As collateral
security for the Obligations, the Assignors hereby pledge and assign to the
Collateral Agent, for the benefit of the Secured Creditors, a continuing
possessory lien and security interest in all of the Assignors' right, title
and interest in and to the Concentration Account (as hereinafter defined)
together with all deposits made from time to time therein and all investments
from time to time therein and/or made with the funds therein and all cash and
non-cash proceeds of any of the foregoing, from the date this Agreement until
the termination thereof pursuant to the terms hereof (the "Collateral").
SECTION 2. ESTABLISHMENT OF COLLATERAL ACCOUNT; ETC.
2.01 Establishment. The Assignors currently maintain with
Christiania Bank og Kreditkasse, Grand Cayman Branch ("CBKGC", with CBKGC
acting as agent for the Agent with respect to such account) an account (No.
0000000000) for purposes of this Agreement (the "Concentration Account").
Only Collateral will be deposited and shall remain in the Concentration
Account until such Collateral is released from the Concentration Account in
accordance with this Agreement. Subject to the provisions of this Agreement
(including the automatic release provision of Section 2.02(b)), the
Concentration Account shall be under the sole dominion and control of the
Collateral Agent, with the Collateral Agent having the right to make
withdrawals from the balance of the Concentration Account from time to time
therein in accordance with the terms of this Agreement. All Collateral
delivered to or held by or on behalf of the Collateral Agent pursuant hereto
shall be held in the Concentration Account in accordance with the provisions
hereof.
2.02 Deposits to Concentration Account; etc. (a) The Assignors
shall deposit or direct their Subsidiaries to deposit in the Concentration
Account on a daily basis all collected (i) earnings of the Collateral Rigs
from any source; (ii) all moneys or other compensation paid by reason of
requisition of title or for hire or other compulsory acquisition of any
Collateral Rig; and (iii) proceeds of the foregoing maintained with such
institutions to the Concentration Account. As used herein, "earnings" in (i)
means:
(x) all rent, charterhire and other moneys and rights and claims
to moneys, other than the local currency portion necessary to cover
expenses relating to the relevant contract (the "Local Currency
Portion");
(y) all the Assignors' right, title and interest to and in any
moneys other than the Local Currency Portion payable to the Assignors
under any bareboat or time charter, drilling contract, or other contract
for the use or employment of the Collateral Rigs, and all other rights
and benefits whatsoever accruing to the Assignors thereunder, including
(but without prejudice to the generality of the foregoing) all claims
for damages for any breach by any charterer or other party thereto of
any such bareboat or time charter, drilling contract, or other contract
for the use or employment of the Collateral Rigs; and
(z) all freights (if any), passage moneys (if any), hire moneys
(if any), compensation (if any) payable to the Assignors in the event of
the requisition of the Collateral Rigs for hire, remuneration for
salvage and towage services (if any), demurrage and detention moneys (if
any), and any other earnings whatsoever due or to become due to the
Assignors.
(b) Subject to the provisions of Section 2.02(c) of this
Agreement, the Collateral Agent's security interest in the funds maintained in
the Concentration Account shall automatically be and be deemed released,
without the need for any action on the part of the Collateral Agent, from time
to time as requested or directed by the Borrower.
(c) Upon the occurrence of an Event of Default pursuant to
Section 9.05 of the Credit Agreement (a "Bankruptcy Default") and without any
further act or notice, or upon the giving by the Collateral Agent of a written
notice (a "Release Termination Notice") to the Assignors after the occurrence
and during the continuance of an Event of Default other than a Bankruptcy
Default, the automatic release set forth in Section 2.02(b) of this Agreement
shall terminate.
(d) Upon the occurrence of an Event of Default, the Assignors
shall continue to deposit, or cause to be deposited, all payments of earnings
of the Collateral Rigs directly into the Concentration Account.
It is hereby expressly agreed that, anything contained herein to
the contrary notwithstanding, the Assignors shall remain liable under all
charters and contracts pertaining to the Collateral Rigs to perform the
obligations assumed by them thereunder, and the Collateral Agent shall have no
obligation or liability of any nature whatsoever under any such charter or
contract by reason of, or arising out of, this Agreement, nor shall the
Collateral Agent be required to assume or be obligated in any manner to
perform or fulfill any obligation of the Assignors under or pursuant to any
such charter or contract or to make any payment or make any inquiry as to the
nature or sufficiency of any payment received by the Collateral Agent, or,
unless and until indemnified to its satisfaction, to present or file any claim
or to take any other action to collect or enforce the payment of any amounts
which may have been assigned to it or to which it may be entitled hereunder or
pursuant hereto at any time or times.
2.03 Investment of Funds Deposited in the Concentration Account.
Until the date on which the Total Commitment under the Credit Agreement is
terminated and no Letter of Credit remains outstanding and all Obligations
have been paid in full, and so long as no Event of Default is in existence,
the Collateral Agent will from time to time, at the request of the Assignors,
invest funds on deposit in the Concentration Account in Cash Equivalents which
are substantially similar to those investments being requested by the
Assignors on or about the date hereof or such other investments as may be
requested by the Assignors and acceptable to the Collateral Agent in its sole
discretion (investments permitted under this Section 2.03 are herein called
"Permitted Investments"). All investments made pursuant to this Section 2.03
(and any instruments evidencing same), and all proceeds thereof, shall be held
in the Concentration Account as part of the Collateral. All such investments
shall be made in the name of the Collateral Agent. All risk of loss in
respect of investments made pursuant to this Section 2.03 shall be on the
Assignors.
SECTION 3. FURTHER ASSURANCES.
The Assignors will, at any time and from time to time, at its own
expense, promptly execute and deliver all further agreements, instruments and
other documents and take all further action that may be necessary or that the
Collateral Agent may reasonably request in order to perfect and protect the
security interest purported to be created hereby or otherwise to enable the
Collateral Agent to exercise and enforce its rights and remedies hereunder.
SECTION 4. TRANSFERS AND OTHER LIENS.
The Assignors will not, without the written consent of the
Collateral Agent, (i) sell, assign (by operation of law or otherwise) or
otherwise dispose of any interest in the Collateral or (ii) create or suffer
to exist any Lien, security interest or other charge or encumbrance upon or
with respect to any Collateral except for the security interest purported to
be created hereby.
SECTION 5. ATTORNEY-IN-FACT.
The Assignors hereby appoint the Collateral Agent the Assignors'
attorney-in-fact, with full authority only after the occurrence of and during
the continuance of an Event of Default, in the place and stead of the
Assignors and in the name of the Assignors or otherwise, from time to time in
the Collateral Agent's discretion to execute any instrument and to take any
other action which the Collateral Agent may in good faith reasonably deem
necessary or advisable to accomplish the purposes of this Agreement or to
facilitate the assignment or other transfer by the Collateral Agent of any or
all of its rights hereunder, including, without limitation, (i) to receive,
endorse and collect all instruments made payable to the Assignors and
representing any interest payment or other distribution in respect of the
Collateral and to give full discharge for the same and (ii) to execute and
deliver any and all instruments and other documents that the Collateral Agent
may request in connection with the exercise by the Collateral Agent of any or
all of its rights hereunder. Such appointment of the Collateral Agent as
attorney-in-fact is irrevocable and coupled with an interest.
SECTION 6. PERFORMANCE BY THE COLLATERAL AGENT.
If the Assignors fail to perform any agreement or obligation
contained herein, the Collateral Agent itself may perform or cause performance
of such agreement or obligation, and the reasonable expenses of the Collateral
Agent incurred in connection therewith shall be payable to the Collateral
Agent by the Assignors.
SECTION 7. RESPONSIBILITY OF THE COLLATERAL AGENT.
Other than the exercise of reasonable care to assure the safe
custody of the Collateral while held hereunder, the Collateral Agent shall
have no duty or liability to preserve rights pertaining thereto and shall be
relieved of all responsibility for the Collateral upon surrendering it or
tendering surrender of it to the Assignors. The Collateral Agent shall be
deemed to have exercised reasonable care in the custody and preservation of
the Collateral in its possession if the Collateral is accorded treatment
substantially equal to that which the Collateral Agent accords its own
property. Without limiting the generality of the foregoing, neither the
Collateral Agent nor any of its directors, officers, agents or employees shall
be liable (i) for any failure to invest or reinvest any cash in the
Concentration Account in accordance herewith in the absence of its or their
own gross negligence or willful misconduct or for any losses incurred by
reason of investments made by the Collateral Agent pursuant to Section 2.03 or
(ii) for any action taken or omitted to be taken by the Collateral Agent (x)
in good faith in accordance with the advice of counsel with respect to any
question as to the construction of any provision hereof or any action to be
taken by the Collateral Agent hereunder or (y) in accordance with any
instructions or other notice which the Collateral Agent believes in good faith
to be properly given by the Assignors hereunder. This Section 7 shall have no
application to CBK except in its capacity as Collateral Agent.
SECTION 8. REMEDIES UPON DEFAULT.
If any Event of Default shall occur and be continuing:
(a) The Collateral Agent may (i) exercise in respect of the
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all of the rights and remedies of a secured party
on default under the Uniform Commercial Code then in effect in the State of
New York, (ii) withdraw any funds, if any, from the Concentration Account, and
(iii) without notice except as specified below, sell any or all of the
Collateral in one or more parcels at any public or private sale, at any
exchange, broker's board or at any of the Collateral Agent's offices or
elsewhere, for cash, on credit or for future delivery, and at such price or
prices and upon such other terms as the Collateral Agent may deem commercially
reasonable. The Assignors agree that, to the extent notice of sale shall be
required by law, at least 10 Business Days' notice to the Assignors of the
time and place of any public sale or the time after which any private sale or
other disposition is to be made shall constitute reasonable notification. The
Collateral Agent shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. The Collateral Agent may
adjourn any public or private sale from time to time (by announcement, in the
case of any public sale, at the time and place fixed therefor), and such sale
may, without further notice, be made at the time and place to which it was so
adjourned.
(b) All cash proceeds received by the Collateral Agent in respect
of any sale of, collection from, or other realization upon all or any part of
the Collateral shall be applied in accordance with the Credit Agreement and
the Mortgages (as defined in the Credit Agreement) relating to the Collateral
Rigs.
(c) Notwithstanding the foregoing provisions of this Section 8,
the Collateral Agent may elect, by notice to the Assignors, to retain any and
all of the Collateral, to collect or cause the collection of the proceeds
thereof and to hold any and all of such Collateral as continuing collateral
for, and to apply at such times and in such manner as the Collateral Agent may
elect any and all of such Collateral to pay, the Obligations; provided that
the Collateral is valued at fair market value for purposes of determining the
amount by which the Obligations shall be reduced in consideration of the
retention of such Collateral. The Assignors hereby waive, to the fullest
extent permitted by law, any and all rights they may have to require the
Collateral Agent to sell or otherwise dispose of any or all of the Collateral.
SECTION 9. APPLICATION OF PROCEEDS.
(a) All moneys collected by the Collateral Agent upon any sale or
other disposition of any Collateral, together with all other moneys received
by the Collateral Agent hereunder or under any of the other Security
Documents, shall be applied as follows:
(i) first, to the payment of all amounts owing the Collateral Agent of
the type described in clauses (ii) and (iii) of Section 1.01;
(ii) second, to the extent moneys remain after the application pursuant
to the preceding clause (i), an amount equal to the outstanding
Obligations shall be paid to the Secured Creditors as provided in
Section 9(c), with each Secured Creditor receiving an amount equal to
such Obligations held by it or, if the proceeds are insufficient to pay
in full all such Obligations, its Pro Rata Share (as defined below) of
the amount remaining to be distributed; and
(iii) third, to the extent moneys remain after the application pursuant
to the preceding clauses (i) and (ii), and following the termination of
this Agreement pursuant to Section 12, any surplus then remaining shall
be paid to the Assignors, subject, however, to the rights of the holder
of any then existing Lien of which the Collateral Agent has actual
notice (without investigation).
(b) For purposes of this Agreement "Pro Rata Share" shall mean,
when calculating a Secured Creditor's portion of any distribution or amount in
respect of any Obligations, the amount (expressed as a percentage) equal to a
fraction the numerator of which is the then unpaid amount of such Obligations
owing to or held by such Secured Creditor and the denominator of which is the
then outstanding amount of all such Obligations. For purposes of determining
the amount payable to each Secured Creditor, the Collateral Agent shall be
entitled to request each Secured Creditor to furnish it with written notice of
the amount of Obligations then owed to it and shall be entitled to rely upon
the amounts stated therein in making such distribution.
(c) All payments required to be made to Secured Creditors
hereunder shall be made to the Agent under the Credit Agreement for the
account of the Secured Creditors.
(d) For purposes of applying payments received in accordance
with this Section 9, the Collateral Agent shall be entitled to rely upon (i)
the Agent under the Credit Agreement and (ii) the Secured Creditors for a
determination (which the Agent and each Secured Creditor, by their acceptance
of the benefits of this Agreement shall be obligated to provide upon request
of the Collateral Agent) of the outstanding Obligations owed to the Secured
Creditors. Unless it has actual knowledge (including by way of written notice
from a Secured Creditor) to the contrary, the Agent under the Credit
Agreement, in furnishing information pursuant to the preceding sentence, and
the Collateral Agent, in acting hereunder, shall be entitled to assume that
(x) no obligations other than principal, interest and regularly accruing fees
are owing to any Secured Creditor.
SECTION 10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
ASSIGNORS.
The Assignors represent and warrant that on the date of the
deposit by the Assignors of any Collateral in the Concentration Account, it
will be the legal, record and beneficial owner of, and will have good and
marketable title to, the Collateral, subject to no pledge, lien, mortgage,
hypothecation, security interest, charge, option or other interests other than
the lien created by this Agreement. The Assignors covenant and agree that
they will defend the Collateral Agent's right, title and security interest in
and to the Collateral and the proceeds thereof against the claims and demands
of all Persons whomsoever; and the Assignors covenant and agree that they will
have like title to and right to pledge any other property at any time
hereafter pledged to the Collateral Agent as Collateral hereunder and will
likewise defend the right thereto and security interest therein of the
Collateral Agent.
SECTION 11. INDEMNITY.
11.1 Indemnity. (a) The Assignors agree to indemnify,
reimburse and hold the Collateral Agent, each Secured Creditor and their
respective successors, assigns, employees, agents and servants (hereinafter in
this Section 11.1 referred to individually as "Indemnitee," and collectively
as "Indemnitees") harmless from any and all liabilities, obligations, damages,
injuries, penalties, claims, demands, actions, suits, judgments and any and
all costs and expenses (including reasonable attorneys' fees and expenses)
(for the purposes of this Section 11.1 the foregoing are collectively called
"expenses") of whatsoever kind and nature imposed on, asserted against or
incurred by any of the Indemnitees in any way relating to or arising out of
this Agreement, the Credit Agreement, any other Credit Document or the
documents executed in connection herewith and therewith or in any other way
connected with the administration of the transactions contemplated hereby and
thereby or the enforcement of any of the terms of, or the preservation of any
rights under any such Credit Document or other document, or in any way
relating to or arising out of the manufacture, ownership, ordering, purchase,
delivery, control, acceptance, lease, financing, possession, operation,
condition, sale, return or other disposition, or use of the Collateral
(including, without limitation, latent or other defects, whether or not
discoverable), the violation of the laws of any country, state or other
governmental body or unit, any tort (including, without limitation, claims
arising or imposed under the doctrine of strict liability, or for or on
account of injury to or the death of any Person (including any Indemnitee), or
property damage), or contract claim; provided that no Indemnitee shall be
indemnified pursuant to this Section 11.1(a) for losses, damages or
liabilities to the extent caused by the gross negligence or wilful misconduct
of such Indemnitee. The Assignors agree that upon written notice by any
Indemnitee of the assertion of such a liability, obligation, damage, injury,
penalty, claim, demand, action, judgment or suit, the Assignors shall assume
full responsibility for the defense thereof. Each Indemnitee agrees to use
its best efforts to promptly notify the Assignors of any such assertion of
which such Indemnitee has knowledge.
(b) Without limiting the application of Section 11.1(a), the
Assignors agree to pay, or reimburse the Collateral Agent for any and all
fees, costs and expenses of whatever kind or nature incurred in connection
with the creation, preservation or protection of the Collateral Agent's Liens
on, and security interest in, the Collateral, including, without limitation,
all fees and taxes in connection with the recording or filing of instruments
and documents in public offices, payment or discharge of any taxes or Liens
upon or in respect of the Collateral, premiums for insurance with respect to
the Collateral and all other fees, costs and expenses in connection with
protecting, maintaining or preserving the Collateral and the Collateral
Agent's interest therein, whether through judicial proceedings or otherwise,
or in defending or prosecuting any actions, suits or proceedings arising out
of or relating to the Collateral.
(c) Without limiting the application of Section 11.1(a) or (b),
the Assignors agree to pay, indemnify and hold each Indemnitee harmless from
and against any loss, costs, damages and expenses which such Indemnitee may
suffer, expend or incur in consequence of or growing out of any
misrepresentation by the Assignors in this Agreement, the Credit Agreement or
any other Credit Document or in any statement or writing contemplated by or
made or delivered pursuant to or in connection with this Agreement, the Credit
Agreement or any other Credit Document.
(d) If and to the extent that the obligations of the Assignors
under this Section 11.1 are unenforceable for any reason, the Assignors hereby
agree to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.
11.2 Indemnity Obligations Secured by Collateral; Survival. Any
amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement shall constitute Obligations secured by the Collateral. The
indemnity obligations of the Assignors contained in this Section 11 shall
continue in full force and effect notwithstanding the full payment of all the
Notes issued under the Credit Agreement and all of the other Obligations and
notwithstanding the discharge thereof.
SECTION 12. TERMINATION; RELEASE; PARTIAL RELEASE.
(a) On the date on which the Credit Agreement and all Letters of
Credit shall have been terminated, when no Note remains outstanding and all
Obligations shall have been irrevocably paid in full, this Agreement shall
terminate, and the Collateral Agent, at the request and expense of the
Assignors, will execute and deliver to the Assignors a proper instrument or
instruments acknowledging the satisfaction and termination of this Agreement,
and will duly assign, transfer and deliver to the Assignors (without recourse
and without any representation or warranty) such of the Collateral as may
remain in the possession of the Collateral Agent together with any moneys at
the time held by the Collateral Agent hereunder.
(b) Subject to Section 2.02 hereof and so long as no Event of
Default shall be in existence, upon instructions of the Assignors, Collateral
shall be released from the Concentration Account to the Assignors or as
directed by the Assignors.
SECTION 13. NOTICES, ETC.
Except as otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be delivered and become
effective in accordance with Section 12.03 of the Credit Agreement.
SECTION 14. MISCELLANEOUS.
This Agreement shall be binding upon the Assignors and their
successors and assigns (although the Assignors may not assign their rights or
obligations under this Agreement) and shall inure to the benefit of and be
enforceable by the Collateral Agent and its successors and assigns. The
headings in this Agreement are for purposes of reference only and shall not
limit or define the meaning hereof. This Agreement and the rights and
obligations of the parties hereunder shall be construed in accordance with and
be governed by the law of the State of New York. This Agreement may be
executed in any number of counterparts, each of which shall be an original,
but all of which shall constitute one instrument. This Agreement shall become
effective on the date on which each of the parties shall have executed and
delivered a copy hereof. In the event that any provision of this Agreement
shall prove to be invalid or unenforceable, such provision shall be deemed to
be severable from the other provisions of this Agreement which shall remain
binding on all parties hereto.
SECTION 15. WAIVER; AMENDMENT.
None of the terms and conditions of this Agreement may be changed,
waived, modified or varied in any manner whatsoever unless in writing duly
signed by the Assignors and the Collateral Agent.
SECTION 16. SECURED CREDITOR ACKNOWLEDGMENT.
By accepting the benefits of this Agreement, each Secured Creditor
acknowledges and agrees that the rights and obligations of the Collateral
Agent shall be as set forth in Section 12 of the Credit Agreement.
IN WITNESS WHEREOF, the Assignors and the Collateral Agent have
caused this Agreement to be executed by their duly elected officers duly
authorized as of the date first above written.
ADDRESS:
901 Threadneedle READING & XXXXX XXXXXXXX XX.
Xxxxx 000
Xxxxxxx, Xxxxx 00000 By________________________________
Attention: General Counsel Title:
Tel: (000) 000-0000
Fax: (000) 000-0000 READING & XXXXX EXPLORATION CO.
By_______________________________
Title:
READING & XXXXX (A) PTY. LTD.
By_______________________________
Title:
READING AND XXXXX BORNEO DRILLING
CO. LTD.
By_______________________________
Title:
00 Xxxx 00xx Xxxxxx CHRISTIANIA BANK og KREDITKASSE,
New York, New York 10036 NEW YORK BRANCH
Attention: Hans Chr. Kjelsrud
Tel: (000) 000-0000 By________________________________
Fax: (000) 000-0000 Title:
By________________________________
Title: