EXHIBIT 10.1
FIRST AMENDMENT TO AMENDED AND RESTATED
CREDIT FACILITY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT FACILITY
AGREEMENT, dated as of July 31, 1995 (this "Amendment"), is entered into
by and among READING & ▇▇▇▇▇ CORPORATION, a Delaware corporation ("RBC"),
READING & ▇▇▇▇▇ DRILLING CO., an Oklahoma corporation ("RBD"), READING &
▇▇▇▇▇ EXPLORATION CO., an Oklahoma corporation ("RBX"), READING AND ▇▇▇▇▇,
INC., an Oklahoma corporation ("RBI"), READING AND ▇▇▇▇▇ BORNEO DRILLING
CO., LTD., an Oklahoma corporation ("RBB"), READING & ▇▇▇▇▇ (A) PTY. LTD.,
a company incorporated under the laws of the state of Western Australia,
Commonwealth of Australia ("RBA") (RBC, RBD, RBX, RBI, RBB and RBA being
referred to collectively as the "Borrowers" and individually as a
"Borrower"), and INTERNATIONALE NEDERLANDEN BANK, N.V., a company
incorporated under the laws of the Netherlands, formerly known as NMB
POSTBANK GROEP N.V. (the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrowers and the Lender are parties to a certain
Amended and Restated Credit Facility Agreement dated as of April 27, 1995
(as the same may hereafter be amended, the "Credit Agreement"; all terms
used herein without definition shall have the meanings ascribed to such
terms in the Credit Agreement);
WHEREAS, Reading & ▇▇▇▇▇ Offshore, Limited, an affiliate of the
Borrowers, desires to enter into a revolving/term loan facility in the
approximate amount of USD 25,000,000 with The CIT Group/Equipment
Financing, Inc., to be secured by first preferred ship mortgages on the
▇▇▇▇-up drilling rigs "▇.▇. ▇▇▇▇▇▇▇▇▇▇" and "▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇" (the "CIT
Loan");
WHEREAS, the CIT Loan is to be guaranteed by RBC; and
WHEREAS, the Borrowers and the Lender have agreed to amend the Credit
Agreement to provide for the Lender's consent to the CIT Loan and to
revise the maturity dates and expiration dates of the Facilities and
otherwise modify the Credit Agreement, all upon the terms and subject to
the conditions and requirements acceptable to the Lender as set forth
herein;
NOW, THEREFORE, for and in consideration of the mutual premises
contained herein and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. Definitions. Section 1.1 of the Credit Agreement is hereby amended
by:
(a) deleting the existing definitions of "Current Liabilities",
"Facility A Maturity Date", "Installment Payment Dates", "Interest Pay-
ment Date", "Interest Period" and "Security Deposits" and substituting
in lieu thereof the following:
"Current Liabilities" means Indebtedness of RBC and its
consolidated subsidiaries which would in accordance with generally
accepted accounting principles in the United States be classified as
current liabilities of a corporation conducting a business the same
as or similar to the business of RBC and its consolidated
subsidiaries; provided, however, that in determining current
liabilities, (i) current maturities of long term indebtedness
(including principal and interest) and (ii) obligations of the
Borrowers to the Lender shall not be taken into account.
"Facility A Maturity Date" means December 31, 1995.
"Installment Payment Dates" means the dates of payments of
installments of principal outstanding under Facility A referred to in
Section 10.2(a) hereof.
"Interest Payment Date" means as to Facility A, the last
Business Day of each Interest Period and as to Facility C, it means
June 1, 1995, September 1, 1995, December 1, 1995 and December 31,
1995.
"Interest Period" means each period selected by RBC in
connection with Facility A, the most recent of which commenced on
December 31, 1994 and shall end on June 30, 1995 and the remaining
being the periods of time which begin on the date immediately after
the expiration of the preceding Interest Period and end on the day
selected by RBC which is either one, two, three or six months after
such date; provided, however, that no Interest Period shall extend
beyond the Facility A Maturity Date.
"Security Deposits" means the deposits required to be made by
the Borrowers with the Lender pursuant to Sections 3.2(c)(ii), 5.1,
6.1, 7.1, 10.4, 10.8(a), 10.8(b)(iii)(C), 10.9(b) and 17.1 hereof
(b) adding the following definitions in appropriate alphabetical
order:
"CIT Loan" means the Revolving/Term Loan Agreement and First
Preferred Ship Mortgages financing in the approximate amount of USD
25,000,000 entered into on May 25, 1995 (and which amount may be
increased by an amount not to exceed USD 5,000,000 without consent of
the Lender) by and between Reading & ▇▇▇▇▇ Offshore, Limited and The
CIT Group/Equipment Financing, Inc., and which is guaranteed by RBC
or an affiliate thereof.
"Facility D Maturity Date" means December 31, 1995.
"Facility E Maturity Date" means December 31, 1995.
"Facility F Maturity Date" means December 31, 1995.
2. Facility A. Section 2 of the Credit Agreement is hereby amended by
deleting Exhibit A-1 referred to in Section 2.2 and attached to the Credit
Facility in its entirety and substituting in lieu thereof Exhibit A-1
attached hereto.
3. Facility B. Section 3.2 of the Credit Agreement is hereby amended by
adding the following subsection 3.2(c), to be inserted after subsection
3.2(b):
"(c) On the Facility C Maturity Date, the Borrowers shall
either: (i) purchase or cause a Person to purchase all of Lender's
interests in the Charter Notes (at a price which equals the outstanding
principal and interest on Lender's interest in the Charter Notes
representing payments of Alternative Basic Hire or Regular Basic Hire,
as such terms are defined in the Charters) or (ii) deposit as cash
collateral security in an interest bearing account with the Lender the
full amount of Lender's interests in the Charter Notes (including
without limitation the outstanding principal and interest on Lender's
interest in the Charter Notes representing payments of Alternative Basic
Hire or Regular Basic Hire, as such terms are defined in the Charters)
(such deposit, which is a Security Deposit, and any interest earned
thereon will be returned to the Borrowers upon the payment of all
obligations under Lender's interest in the Charter Notes)."
4. Facility D. Section 5 of the Credit Agreement is hereby amended by:
(a) deleting Section 5.1 in its entirety and substituting in lieu
thereof the following Section 5.1:
"5.1 Letter of Credit. On the terms and subject to the
conditions hereof, the Lender has issued a standby letter of credit
in the amount of USD 5,000,000 for the account of RBC in
substantially the form attached as Exhibit H-1 hereto for a term of
which shall not extend beyond April 30, 1996. Notwithstanding the
foregoing, the parties hereto hereby agree that on the Facility D
Maturity Date, the Borrowers shall: (i) pay in full to the Lender
all amounts outstanding under Facility D and (ii) either (x) return
the Facility D Letter of Credit to the Lender, terminating all of
Lender's obligations thereunder, or (y) deposit as cash collateral
security in an interest bearing account with the Lender the full
amount of Lender's obligations under the Existing Facility D Letter
of Credit (such deposit, which is a Security Deposit, and any
interest earned thereon will be returned to the Borrowers upon the
repayment of all amounts due under this Agreement and the termination
of all Letters of Credit), or (z) provide a standby letter of credit
or bank guarantee in favor of Lender in an amount equal to the amount
of the Facility D Letter of Credit, having an expiration date no
earlier than 30 days after the expiration date of the Facility D
Letter of Credit and otherwise in form and substance, and issued by a
bank or other financial institution, satisfactory to Lender in its
sole discretion, to secure Borrowers' obligations to make a Facility
D Guarantee Payment."; and
(b) deleting Section 5.2 in its entirety and substituting in lieu
thereof the following Section 5.2:
"5.2 Counter Indemnity. The Borrowers jointly and severally
agree to reimburse the Lender a sum equal to any amount paid out by
the Lender as a result of any drawing under the Facility D Letter of
Credit (a "Facility D Guarantee Payment") within thirty (30) days of
any Facility D Guarantee Payment; provided, however, that all amounts
outstanding under Facility D shall be paid in full on the Facility D
Maturity Date.".
5. Facility E. Section 6 of the Credit Agreement is hereby amended by:
(a) deleting Section 6.1 in its entirety and substituting in lieu
thereof the following Section 6.1:
"6.1 Letters of Credit. On the terms and subject to the
conditions hereof, the Lender hereby agrees that prior to the
Facility E Maturity Date it will issue standby letters of credit in a
total amount not to exceed at any time USD 15,000,000 for the account
of any Borrower in substantially the form attached as Exhibit H-2
hereto or in such other form as shall be acceptable to the Lender
with expiration dates on or before December 31, 1996 and Lender
agrees to consider, in its sole discretion without any obligation
whatsoever, the issuance of such letters of credit up to a maximum
aggregate (including any letters of credit with expiry dates beyond
December 31, 1996 granted under Facility F) of USD 1,000,000 and
having expiry dates on or before June 30, 1997. Within such USD
15,000,000 limit the Borrowers may request new Facility E Letters of
Credit with expiration dates on or before December 31, 1996 to be
issued by the Lender as old Facility E Letters of Credit terminate or
expire. Notwithstanding the foregoing, to the extent that there are
any Facility E Letters of Credit outstanding with expiration dates
after the Facility E Maturity Date (the "Existing Facility E Letters
of Credit"), on the Facility E Maturity Date the Borrowers shall:
(i) pay in full all amounts outstanding under Facility E and
(ii) either (x) return the Existing Facility E Letters of Credit to
the Lender, terminating all of Lender's obligations thereunder, or
(y) deposit as cash collateral security in an interest bearing
account with the Lender the full amount of Lender's obligations under
the Existing Facility E Letters of Credit (such deposit, which is a
Security Deposit, and any interest earned thereon will be returned to
the Borrowers upon the repayment of all amounts due under this
Agreement and the termination of all Letters of Credit), or (z)
provide a standby letter of credit or bank guarantee in favor of
Lender in an amount equal to the amount of each such Facility E
Letter of Credit, having an expiration date no earlier than 30 days
after the expiration date of such Facility E Letter of Credit and
otherwise in form and substance, and issued by a bank or other
financial institution, satisfactory to Lender in its sole discretion,
to secure Borrowers' obligation to make a Facility E Guarantee
Payment with respect to such Facility E Letter of Credit."; and
(b) deleting Section 6.2 in its entirety and substituting in lieu
thereof the following Section 6.2:
"6.2 Counter Indemnity. The Borrowers jointly and severally
agree to reimburse the Lender a sum equal to any amount paid out by
the Lender as a result of any drawing under any Facility E Letter of
Credit (a "Facility E Guarantee Payment") within thirty (30) days of
any Facility E Guarantee Payment; provided, however, that all amounts
outstanding under Facility E shall be paid in full on the Facility E
Maturity Date.".
6. Facility F. Section 7 of the Credit Agreement is hereby amended by:
(a) deleting Section 7.1 in its entirety and substituting in lieu
thereof the following Section 7.1:
"7.1 Letters of Credit. On the terms and subject to the
conditions hereof, the Lender has issued and hereby agrees that prior
to the Facility F Maturity Date it will issue standby letters of
credit to obtain customs bonds respecting duties assessed on the
Borrowers' drilling equipment or rigs in Indonesia in a total amount
not to exceed at any time USD 15,000,000 or its counter value in
Indonesian Rhupias, for the account of any Borrower in substantially
the form attached as Exhibit H-3 hereto or in such other form as
shall be acceptable to the Lender for a term of which shall not
extend beyond December 31, 1996 and Lender agrees to consider, in its
sole discretion without any obligation whatsoever, the issuance of
such letters of credit up to a maximum aggregate of USD 1,000,000
(including any letters of credit with expiry dates after December 31,
1996 granted under Facility E) having expiry dates on or before June
30, 1997. Notwithstanding the foregoing, to the extent that there
are any Facility F Letters of Credit outstanding with expiration
dates after the Facility F Maturity Date (the "Existing Facility F
Letters of Credit"), on the Facility F Maturity Date the Borrowers
shall: (i) pay in full all amounts outstanding under Facility F and
(ii) either (x) return the Existing Facility F Letters of Credit to
the Lender, terminating all of Lender's obligations thereunder, or
(y) deposit as cash collateral in an interest bearing account with
the Lender the full amount of Lender's obligations under the Existing
Facility F Letters of Credit (such deposit, which is a Security
Deposit, and any interest earned thereon will be returned to the
Borrowers upon the repayment of all amounts due under this Agreement
and the termination of all Letters of Credit), or (z) provide a
standby letter of credit or bank guarantee in favor of Lender in an
amount equal to the amount of each such Facility F Letter of Credit,
having an expiration date no earlier than 30 days after the
expiration date of such Facility F Letter of Credit and otherwise in
form and substance, and issued by a bank or other financial
institution, satisfactory to Lender in its sole discretion, to secure
Borrowers' obligation to make a Facility F Guarantee Payment with
respect to such Facility F Letter of Credit."; and
(b) deleting Section 7.2 in its entirety and substituting in lieu
thereof the following Section 7.2:
"7.2 Counter Indemnity. The Borrowers jointly and severally
agree to reimburse the Lender a sum equal to any amount paid out by
the Lender as a result of any drawing under either Facility F Letter
of Credit (a "Facility F Guarantee Payment") within thirty (30) days
of any Facility F Guarantee Payment; provided, however, that all
amounts outstanding under Facility F shall be paid in full on the
Facility F Maturity Date.".
7. Interest. Section 9 of the Credit Agreement is hereby amended by:
(a) deleting subsection 9.1(c) in its entirety and substituting in
lieu thereof the following subsection 9.1(c):
"(c) For Facility A, RBC shall elect an Interest Period by
delivering written notice to the Lender not less than three (3)
Business Days prior to the beginning of any Interest Period,
provided, however, that if no such notice shall be given, such
Interest Period shall be one month.";
(b) deleting the first paragraph of subsection 9.1(d) in its
entirety and substituting in lieu thereof the following first paragraph
of subsection 9.1(d):
"(d) All Interest Periods shall end on March 31, June 30,
July 31, August 31, September 30, October 31, November 30 or December
31; provided, however, that:"; and
(c) deleting Section 9.2 in its entirety and substituting in lieu
thereof the following Section 9.2:
"9.2 Payment of Interest. Interest shall be paid by the
relevant Borrowers as follows:
(a) In respect of the unpaid principal amount outstanding
under Facility A, on the last day of each Interest Period; provided,
however, that all amounts of unpaid Interest outstanding under
Facility A shall be paid in full on the Facility A Maturity Date.
(b) In respect of the unpaid principal amounts outstanding
under Facility C, in arrears, on June 1, 1995, September 1, 1995,
December 1, 1995 and December 31, 1995; provided, however, that all
amounts of unpaid Interest outstanding under Facility C shall be paid
in full on the Facility C Maturity Date.
(c) In respect of any Guaranty Payment under Facility D,
Facility E or Facility F interest from the date of such Guarantee
Payment up to the date such amount is paid by the relevant Borrowers
on the date such payment is made; provided, however, that all amounts
of unpaid Interest outstanding under Facility D, Facility E and
Facility F shall be paid in full on the Facility D Maturity Date, the
Facility E Maturity Date and the Facility F Maturity Date,
respectively."
8. Payments; Repayment. Subsection (a) of Section 10.2 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety
and substituting in lieu thereof the following:
"(a) All amounts of principal outstanding under Facility A
shall be repaid in an installment in the amount of USD 3,750,000 on June
30, 1995, with a final installment in an amount sufficient to repay all
amounts outstanding under Facility A due on the Facility A Maturity
Date."
9. Affirmative Covenants of Borrowers. Section 15 of the Credit
Agreement is hereby amended by deleting the first paragraph of such
Section in its entirety and substituting in lieu thereof the following:
"Until the payment in full of all amounts due under this Agreement
and the Notes by the Borrowers and the expiration of all Letters of
Credit, unless compliance shall have been waived by the Lender in
writing in the Lender's sole discretion, the Borrowers agree that:"
10. Negative Covenants of Borrowers. Section 16 of the Credit
agreement is hereby amended by:
(a) deleting the first paragraph of Section 16 in its entirety and
substituting in lieu thereof the following:
"Until the payment in full of all amounts due under this
Agreement and the Notes by the Borrowers and the expiration of all
Letters of Credit, without the prior written consent of the Lender
(which consent shall be in the sole discretion of the Lender), the
Borrowers agree they will not:";
(b) deleting subsection 16.1(f) and the paragraph following
subsection 16.1(f) in their entirety and substituting in lieu thereof
the following:
"(f) liens incurred on the ▇▇▇▇-up drilling rigs "▇.▇.
▇▇▇▇▇▇▇▇▇▇" and "▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇" pursuant to the CIT Loan in
substantially the form of Exhibit O hereto; and
(g) liens existing as of the date of this Agreement and
disclosed in writing to the Lender.
Notwithstanding anything in this Section 16.1 to the contrary,
in no event shall the liens, encumbrances and security interests
permitted by this Section 16.1 materially impair (in the opinion of
the Lender in its sole discretion) the business of financial
condition of the Borrowers or the value of the properties of the
Borrowers taken as a whole.";
(c) deleting subsection 16.5(e) in its entirety and substituting in
lieu thereof the following subsection 16.5(e):
"(e) the CIT Loan; and";
(d) adding the following subsection 16.5(f):
"(f) indebtedness, whether for borrowed money or otherwise,
incurred by Borrowers substantially simultaneously with the
complete repayment and/or other complete satisfaction of
Borrowers' obligations to Lender on or before the maturity of
all Facilities under this Agreement, as amended and restated.";
and
(e) adding the following Section 16.18, to be inserted after Section
16.17 of the Credit Agreement:
"16.18 CIT Loan.
(a) Enter into any amendments to the CIT Loan (other
than to increase the amount of the CIT Loan by up to an additional
USD 5,000,000), including any material agreements in connection
therewith, without the prior written consent and approval of the
Lender.
(b) Use the cash flow to be generated by the
"▇.▇. ▇▇▇▇▇▇▇▇▇▇" and "▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇" drilling rigs that will
collateralize the CIT Loan to repay the obligations under or to
collateralize any loan other than the CIT Loan or the Facilities
described in this Agreement."
11. Exhibit O. The Credit Agreement is hereby amended by attaching
as Exhibit O copies of the first preferred ship mortgages executed in
connection with the CIT Loan.
12. Representations and Warranties. Borrowers, without limiting the
representations and warranties provided in the Credit Agreement, represent
and warrant to the Lender as follows:
(a) The execution, delivery and performance by the Borrowers of this
Amendment and the Second Amended and Restated Facility A Promissory Note
have been duly authorized by all necessary action on the part of each of
the Borrowers and do not and will not (i) violate any provision of any
Borrower's articles of incorporation, by-laws, or other organizational
documents or any Applicable Law, or (ii) be in conflict with, result in
a breach of, or constitute (following notice or lapse of time or both) a
default under any agreement to which any Borrower is a party or by which
any Borrower or any of its property is bound.
(b) This Amendment and the Second Amended and Restated Facility A
Promissory Note create legal, valid and binding obligations of each of
the Borrowers enforceable against each of the Borrowers in accordance
with its terms, subject to laws affecting creditors' rights generally
and applicable equitable legal principles.
(c) No Event of Default or event which with the giving of notice or
lapse of time or both would constitute an Event of Default exists.
(d) All representations and warranties by the Borrowers contained in
the Credit Agreement, as amended hereby, are true and correct in all
material respects with the same effect as though such representations
and warranties had been made on and as of the date hereof.
13. Credit Agreement Ratified and Confirmed. Except as expressly
amended and modified herein, all terms and covenants and provisions of the
Credit Agreement and all Loan Documents shall remain unaltered and in full
force and effect, and the parties hereto do expressly ratify and confirm
the Credit Agreement and all Loan Documents as modified herein. All
future references to the Credit Agreement shall be deemed to refer to the
Credit Agreement as amended hereby.
14. Expenses. The Borrowers agree to pay on demand all reasonable
costs and expenses of the Lender in connection with the preparation, ex-
ecution and delivery of this Amendment and the other instruments and
documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Lender with
respect thereto and with respect to advising the Lender as to its rights
and responsibilities hereunder and thereunder.
15. Conditions Precedent. This Amendment shall be effective upon
receipt by the Lender of all of the following, each in form and substance
satisfactory to the Lender:
(a) Fully executed counterparts of this Amendment.
(b) Fully executed Second Amended and Restated Facility A Promissory
Note, substantially in the form of Exhibit A-1 attached hereto.
(c) Certified copies of the resolutions of the Boards of Directors
of each of the Borrowers authorizing the execution and delivery by each
of the Borrowers of this Amendment and the Second Amended and Restated
Facility A Promissory Note on behalf of each of the Borrowers, and all
documents evidencing other necessary corporate action with respect to
this Amendment.
(d) Certificate of the Secretary or the Assistant Secretary of each
Borrower certifying the names and true signatures of the officers of
each Borrower authorized to sign this Amendment and the Second Amended
and Restated Facility A Promissory Note on behalf of such Borrower and
the other documents or certificates to be executed by such Borrower
pursuant to this Amendment.
(e) Copies certified as of a recent date by the Secretary or the
Assistant Secretary of each Borrower of its By-Laws.
(f) A copy of each Borrower's Certificate of Incorporation certified
by the Secretary of State of the state of incorporation within
thirty (30) days from the date of this Amendment and certificates dated
as of a recent date of the Secretary of State of the state of
incorporation as to the existence and good standing of each Borrower.
(g) An opinion of counsel to the Borrowers in form and substance
acceptable to the Lender.
(h) If the date of this Amendment is not a Drawdown Date, a
certificate dated the first Drawdown Date of an officer of each of the
Borrowers certifying that:
(i) The representations and warranties contained in Section
14 of the Credit Agreement are correct on and as of the Drawdown
Date as though made on and as of such date; and
(ii) No event has occurred and is continuing, or would
result from the Advance, or the issuance of a Letter of Credit
which constitutes an Event of Default or with the passing of
time or the giving of notice would constitute an Event of
Default.
(i) All orders, consents, approvals, licenses, authorizations and
validations of, and filings, recordings and registrations with and
exemptions by any Governmental Agency or any Person (other than any
routine filings which may be required after the date hereof with
appropriate governmental authorities in connection with the operation
of the Rigs) required to (i) authorize the execution, delivery and
performance by the Borrowers of this Amendment and the Second Amended
and Restated Facility A Promissory Note or (ii) prevent the execution,
delivery and performance by the Borrower of this Amendment or the Second
Amended and Restated Facility A Promissory Note from resulting in a
breach of any of the terms or conditions of, or resulting in the
imposition of any lien, charge or encumbrance upon any properties
of the Borrowers pursuant to, or constituting a default (with due notice
or lapse of time or both), if such breach, imposition or default would
result in a materially adverse change in the financial position of the
Borrowers, or resulting in an occurrence of any event for which any
holder or holders of Indebtedness may declare the same due and payable
under, any indenture, agreement, order, judgment or instrument under
which any Borrower is a party (other than the Mortgage, the Pledges or
the Assignments) or to the Borrowers' knowledge after due inquiry by
which the Borrowers or their property may be bound or affected, or under
the Certificates of Incorporation or By-Laws of the Borrowers, shall
have been obtained or made.
(j) The CIT Loan shall have been closed and the Lender shall have
have received copies of all of the material agreements executed in
connection therewith in a form satisfactory to the Lender.
16. Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto, their respective heirs,
successors, successors-in-titles, and assigns.
17. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York,
notwithstanding any principles regarding conflicts of laws thereof.
18. Entire Agreement. This Amendment sets forth the entire
understanding of the parties with respect to the matters set forth herein,
and shall supersede any prior negotiations or agreements, whether written
or oral, with respect thereto.
19. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts and
may be delivered by telecopier. Each counterpart so executed and
delivered shall be deemed an original and all of which taken together
shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment through their authorized officers as of the date first above
written.
READING & ▇▇▇▇▇ CORPORATION
By:______________________________
Name: ▇. ▇. ▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
READING & ▇▇▇▇▇ DRILLING CO.
By:______________________________
Name: ▇. ▇. ▇▇▇▇▇
Title: Vice President and
Treasurer
READING & ▇▇▇▇▇ EXPLORATION CO.
By:______________________________
Name: ▇. ▇. ▇▇▇▇▇
Title: Vice President and
Treasurer
READING AND ▇▇▇▇▇, INC.
By:______________________________
Name: ▇. ▇. ▇▇▇▇▇
Title: Vice President and
Treasurer
READING AND ▇▇▇▇▇ BORNEO DRILLING
By:______________________________
Name: ▇. ▇. ▇▇▇▇▇
Title: Vice President and
Treasurer
THE COMMON SEAL OF READING & ▇▇▇▇▇ (A) PTY. LTD.
READING & ▇▇▇▇▇ (A)
PTY. LTD. was hereunto
affixed by authority of By: ______________________________
the Board of Directors Name: ▇. ▇. ▇▇▇▇▇
in the presence of: Title: Director
_________________________
▇. ▇. ▇▇▇▇▇, Director
__________________________
▇. ▇. ▇▇▇▇▇▇, Secretary
INTERNATIONALE NEDERLANDEN
BANK N.V.
By:_________________________
Name:
Title:
READING & ▇▇▇▇▇ CORPORATION
READING & ▇▇▇▇▇ DRILLING CO.
READING & ▇▇▇▇▇ EXPLORATION CO.
READING AND ▇▇▇▇▇, INC.
READING AND ▇▇▇▇▇ BORNEO DRILLING CO., LTD.
READING & ▇▇▇▇▇ (A) PTY. LTD.
SECOND AMENDED AND RESTATED FACILITY A PROMISSORY NOTE
USD 15,000,000 July 31, 1995
FOR VALUE RECEIVED, READING & ▇▇▇▇▇ CORPORATION, READING & ▇▇▇▇▇ DRILLING
CO., READING & ▇▇▇▇▇ EXPLORATION CO., READING AND ▇▇▇▇▇, INC., READING AND
▇▇▇▇▇ BORNEO DRILLING CO., LTD. and READING & ▇▇▇▇▇ (A) PTY. LTD. (the
"Facility A Borrowers") hereby jointly and severally promise to pay to
INTERNATIONALE NEDERLANDEN BANK, N.V. (the "Payee"), or order, on or
before December 31, 1995 in installments, or otherwise, as hereinafter
provided, FIFTEEN MILLION DOLLARS OF THE UNITED STATES OF AMERICA (USD
15,000,000) and to pay interest on the unpaid portion of said principal
sum outstanding from time to time, as hereinafter provided.
PRINCIPAL AND INTEREST
1.1 (a) Interest on this Note shall be payable at the times and the
rates as provided in Section 9 of the Amended and Restated Credit Facility
Agreement dated as of April 27, 1995, as amended by that certain First
Amendment to the Amended and Restated Credit Facility Agreement dated as
of July 31, 1995 (collectively, the "Credit Agreement") among the Facility
A Borrowers and the Payee.
(b) In case any payment of principal or interest is not paid when
due, additional interest at the rate determined as provided in Section 9.3
of the Credit Agreement shall be payable on all overdue principal and, to
the extent that the same may be lawful, on all overdue interest.
1.2 Interest shall be calculated as provided in Section 9.1 of the Credit
Agreement.
1.3 The principal of this Note shall be payable in installments as
provided in Section 10.2(a) of the Credit Agreement. All principal
payments shall be made to the Lender at its Amsterdam Branch Office in
Amsterdam South East, The Netherlands as provided in Section 10.5 of the
Credit Agreement.
1.4 Notwithstanding any provision of this Note to the contrary it is the
intent of the Facility A Borrowers and the Payee that, in no event shall
the aggregate amount of consideration which constitutes interest under any
applicable law which is contracted for, charged or received hereunder or
under this Note ("Interest") exceed the maximum amount of nonusurious
interest allowed by law, and any excess shall be credited on this Note (or
if all obligations under this Note shall have been paid in full, refunded
to the Facility A Borrowers). For purposes of the foregoing, the maximum
amount of interest allowed by law shall be calculated by determining the
amount of interest that could be contracted for, charged, or received
during the term hereof at the maximum rate of nonusurious interest allowed
from time to time by applicable law as is now or, to the extent allowed by
law, as may hereafter be in effect (the "maximum nonusurious interest
rate") and, if at any time the rate of Interest to accrue would exceed the
maximum nonusurious interest rate, the rate of Interest to accrue under
this Note shall be limited to the maximum nonusurious interest rate, but
any subsequent reductions in LIBOR shall not reduce the rate of Interest
to accrue on this Note below the maximum nonusurious interest rate until
the total amount of Interest accrued and paid on this Note equals the
amount of Interest which would have accrued if a rate per annum equal to
LIBOR plus 1-1/2% or the interest rate charged pursuant to Section 9.3 of
the Credit Agreement, whichever is applicable, had at all times been in
effect. It is further agreed that, without limitation of the foregoing,
all calculations of the rate of Interest that are made for the purpose of
determining whether such rate exceeds the maximum nonusurious interest
rate applicable to the Payee, shall be made to the extent possible
permitted by usury laws applicable to the Payee (now or hereafter enacted)
by amortizing, prorating and spreading all Interest in equal parts during
the period of the full stated term of the obligations evidenced by this
Note.
SECURITY
2.1 This Note is one of the promissory notes issued under and pursuant to
the Credit Agreement and is secured by, among other things, U.S. preferred
Mortgages dated March 29, 1991, as amended, on nine U.S. flag drilling
rigs, a Panamanian First Naval Mortgage dated April 27, 1995, on one
Panamanian flag drilling rig and one Australian First Registered Ship
Mortgage dated April 27, 1995 on one Australian flag drilling rig, all in
favor of Bank One, Texas, N.A., as Trustee for the Payee (the
"Mortgages"). Reference is hereby made to the Mortgages for a description
of the property thereby mortgaged, the nature and extent of the security
afforded thereby and the rights of the Facility A Borrowers and the Payee
with respect to such security as provided in the Mortgages. Payment of
this Note may be demanded by the holder hereof prior to the maturity of
this Note under certain circumstances and conditions, in the manner, and
with the effect, provided in the Mortgages or the Credit Agreement. A
true and complete copy of the form of the Credit Agreement is attached to
the Mortgages and made a part thereof.
2.2 This Note evidences the Advance made by the Payee under Facility A of
the Credit Agreement.
MISCELLANEOUS
3.1 All parties hereto, including endorsers hereof, hereby waive
presentment for payment, demand, protest and notice of protest and non-
payment hereof and hereby consent that any and all securities or other
property, if any, held by or for the holders hereof at any time as
security for this Note may be exchanged, released or surrendered and that
the time of payment of this Note may be extended, all in the sole
discretion of the holders hereof and without notice and without affecting
in any manner the liability of the parties hereto.
3.2 No course of dealing between the Facility A Borrowers and the Payee
in exercising any rights hereunder shall operate as a waiver of any right
of any holders except to the extent expressly waived in writing by such
holder.
3.3 Whenever any payment to be made hereunder shall be due on a day which
is not a Business Day, such payments shall be made on the next Business
Day; provided, however, that if such next succeeding Business Day is in a
new month, then the payment required under the Credit Agreement or this
Note shall be made on the first Business Day preceding the original date
on which payment was due.
3.4 Any notice to be given pursuant to this Note shall be given in
accordance with Section 19.4 of the Credit Agreement.
3.5 This Note shall be governed by and construed in accordance with the
internal laws of the State of New York except that with respect to the
provisions of this Note which provide for or relate to the payment of
interest, any provisions of applicable federal law which permit the payee
to charge the higher of the rate permitted by such applicable law or by
the laws of the state in which the Payee is located shall be deemed
"governing and controlling.
3.6 Capitalized terms used in this Note but not defined herein shall have
the meanings given to them in the Credit Agreement.
3.7 This Note amends and restates that certain Amended and Restated
Facility A Promissory Note dated April 27, 1995 made by the Facility A
Borrowers in favor of the Payee in the original principal amount of USD
15,000,000, and is not being given by the Facility A Borrowers or accepted
by the Payee in satisfaction of said indebtedness or as a novation with
respect thereto.
IN WITNESS WHEREOF, the Facility A Borrowers have caused this
Second Amended and Restated Facility A Promissory Note to be duly executed
the day and year first above written.
READING & ▇▇▇▇▇ CORPORATION
By:______________________________
Name: ▇. ▇. ▇▇▇▇▇
Title: Vice President and
Chief Financial Officer
READING & ▇▇▇▇▇ DRILLING CO.
By:______________________________
Name: ▇. ▇. ▇▇▇▇▇
Title: Vice President and
Treasurer
READING & ▇▇▇▇▇ EXPLORATION CO.
By:______________________________
Name: ▇. ▇. ▇▇▇▇▇
Title: Vice President and
Treasurer
READING AND ▇▇▇▇▇, INC.
By:______________________________
Name: ▇. ▇. ▇▇▇▇▇
Title: Vice President and
Treasurer
READING AND ▇▇▇▇▇ BORNEO DRILLING
By:______________________________
Name: ▇. ▇. ▇▇▇▇▇
Title: Vice President and
Treasurer
THE COMMON SEAL OF READING & ▇▇▇▇▇ (A) PTY. LTD.
READING & ▇▇▇▇▇ (A)
PTY. LTD. was hereunto
affixed by authority of By: ______________________________
the Board of Directors Name: ▇. ▇. ▇▇▇▇▇
in the presence of: Title: Director
_________________________
▇. ▇. ▇▇▇▇▇, Director
__________________________
▇. ▇. ▇▇▇▇▇▇, Secretary
