Exhibit 10.90
ASSIGNMENT OF INSURANCE
1. READING & XXXXX OFFSHORE, LIMITED, a corporation organized and
existing under the laws of the State of Oklahoma (the "Assignor"), in
consideration of One Dollar (USD 1.00) lawful money of the United States
of America, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, pursuant to the Loan
Agreement dated as of May 25, 1995 (the "Loan Agreement") among (i) the
Assignor, as Borrower, (ii) READING & XXXXX CORPORATION, as Guarantor and
(iii) THE CIT GROUP/EQUIPMENT FINANCING, INC. ("the Assignee") and as
owner of the United States flag drilling rig, X. X. XxXXXXXXXX, Official
No. 562059, and prospective owner of the U.S. flag drilling rig XXXXXX X.
XXXXXXXX, Official No. 651646 (the "Vessels"), has sold, assigned,
transferred and set over and by this instrument, does sell, assign,
transfer and set over unto the Assignee, and unto the Assignee's
successors and assigns, to it and its successors' and assigns' own proper
use and benefit, all right, title and interest of the Assignor under, in
and to (i) all policies and contracts of insurance (which expression
includes all entries of the Vessels in Protection and Indemnity
Associations or War Risk Associations) in respect of the Vessels whether
now or hereafter to be effected, and all renewals of or replacements for
the same, (ii) when the context so admits, any reinsurance of such
insurances, (iii) all claims, returns of premium and other monies and
claims for monies due and to become due under said insurances or in
respect of said insurances, (iv) all other rights of the Assignor under or
in respect of said insurances, and (v) any proceeds of any of the
foregoing.
2. It is expressly agreed that anything herein contained to the
contrary notwithstanding, the Assignor shall remain liable under said
insurances to perform all of the obligations assumed by it thereunder, and
the Assignee shall have no obligation or liability under said insurances
by reason of or arising out of this instrument of assignment nor shall the
Assignee be required or obligated in any manner to perform or fulfill any
obligations of the Assignor under or pursuant to said insurances or to
make any payment or to make any inquiry as to the nature or sufficiency of
any payment received by it or 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 at any
time or times.
3. The Assignor does hereby constitute the Assignee, its successors
and assigns, the Assignor's true and lawful attorney, irrevocably, with
full power (in the name of the Assignor or otherwise), during the
continuation of an Event of Default, to ask, require, demand, receive,
compound and give acquittance for any and all monies and claims for monies
due and to become due under or arising out of said insurances, to endorse
any checks or other instruments or orders in connection therewith and to
file any claims or to take any action or institute any proceedings which
the Assignee may deem to be necessary or advisable in the premises.
4. The Assignor hereby covenants and agrees (A) to procure that
notice of this Assignment shall be duly given to all underwriters and
brokers, (B) that where the consent of any underwriter is required
pursuant to any of the insurances assigned hereby that it shall be
obtained and evidence thereof shall be given to the Assignee, or, in the
alternative, that in the case of protection and indemnity coverage, the
Assignor shall obtain a letter of undertaking by the underwriters duly
noting the interest of the Assignee, and (C) that there shall be duly
endorsed upon all slips, cover notes, policies, certificates of entry or
other instruments issued or to be issued in connection with the insurances
assigned hereby such clauses as to loss payees as the Assignee may
reasonably require or approve. In all cases, unless otherwise agreed in
writing by the Assignee, such slips, cover notes, notices, certificates of
entry or other instruments shall provide that there will be no recourse
against the Assignee for payment of premiums, calls or assessments.
5. The Assignor agrees that at any time and from time to time, upon
the written request of the Assignee, the Assignor will promptly and duly
execute and deliver any and all such further instruments and documents as
the Assignee may deem desirable in obtaining the full benefits of this
Assignment and of the rights and powers herein granted.
6. The Assignor does hereby warrant and represent that it has not
assigned or pledged, and hereby covenants that, without the prior written
consent thereto of the Assignee, so long as this instrument of assignment
shall remain in effect, it will not assign or pledge the whole or any part
of the right, title and interest hereby assigned to anyone other than the
Assignee, its successors or assigns, and it will not take or omit to take
any action, the taking or omission of which might result in an alteration
or impairment of said insurances, of this Assignment or of any of the
rights created by said insurances or this Assignment.
7. This Assignment shall take effect immediately upon the execution
hereof and the powers and authorities granted to the Assignee, its
successors and assigns, herein, having been given for valuable
consideration, are hereby declared to be irrevocable.
8. The Assignor agrees that the Assignee is hereby appointed its
attorney-in-fact and may execute on the Assignor's behalf and file any
financing statements under the Uniform Commercial Code, or papers of
similar purpose or effect in respect of this Assignment, which the
Assignee deems appropriate.
9. All notices or other communications which are required to be
made to the Assignee hereunder shall be made by telecopier transmission,
confirmed by postage prepaid letter to:
if to the Assignor, to:
000 Xxxxxxxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Chief Financial Officer
Telecopier: (000) 000-0000
if to the Assignee, to:
The CIT GROUP/EQUIPMENT
FINANCING, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: (a) Senior Vice President-Credit
Telecopier: (000) 000-0000
Attention: (b) Legal Department
Telecopier: (000) 000-0000
or at such other address as may have been furnished in writing by the
Assignee. Any consents, waivers, approvals or other actions to be given
or taken by the Assignee hereunder shall be effective if contained in a
writing signed by the Assignee or such other person or persons as the
Assignee may from time to time appoint, and forwarded to the Assignor at
its address as provided herein.
10. Any payments made pursuant to the terms hereof shall be payable
to the Assignee to such account or accounts as may, from time to time, be
designated by the Assignee.
11. Upon payment in full to Assignee of all amounts due and owing
thereto under each of the Loan Documents, this Assignment shall terminate.
12. This Assignment (including, but not limited to, the validity
and enforceability hereof) shall be governed by and construed in
accordance with the laws of the State of New York, other than conflict of
laws rules thereof, and shall not be amended or altered nor shall any
provision hereto be waived except by an amendment or waiver in writing
signed by the Assignee.
13. Capitalized terms used herein and not otherwise herein defined
shall have the meaning given to them in the Loan Agreement.
IN WITNESS WHEREOF, the Assignor has caused this Assignment of
Insurance respecting the Vessels to be duly executed this 25th day of May,
1995.
READING & XXXXX OFFSHORE, LIMITED
By: _____________________________
Name: X. X. Xxxxx
Title: Vice President and
Treasurer
NOTICE OF ASSIGNMENT
OF INSURANCE
PLEASE TAKE NOTICE that the undersigned, owner of the U.S. flag
vessel X.X. XxXXXXXXXX, Official No. 562059 has assigned to THE CIT
GROUP/EQUIPMENT FINANCING, INC. as mortgagee under a certain U.S. First
Preferred Fleet Mortgage dated the date hereof covering said Xxxxxx, all
of the undersigned's right, title and interest in and to any and all
insurances respecting said Xxxxxx.
Dated: May , 1995
READING & XXXXX OFFSHORE, LIMITED
By: _______________________________
Name: X. X. Xxxxx
Title: Vice President and
Treasurer
