Exhibit 10.85
AMENDMENT NO. 1
TO
GUARANTY
Amendment No. 1 dated as of December 20, 1995 to the
Guaranty dated as of May 25, 1995 (the "Guaranty"), made by
READING & XXXXX CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the
"Guarantor"), in favor of THE CIT GROUP/EQUIPMENT FINANCING,
INC., (the "Lender").
WHEREAS, READING & XXXXX OFFSHORE, LIMITED, an Oklahoma
corporation (the "Borrower"), a wholly-owned subsidiary of the
Guarantor, entered into that certain Loan Agreement dated as
of May 25, 1995, (the "Loan Agreement") providing for a loan
of USD 25,000,000 by the Lender to the Borrower (the "Loan");
and
WHEREAS, the Borrower's obligation to repay the Loan and
interest thereon is evidenced by the Promissory Note of the
Borrower dated May 25, 1995, in favor of the Lender (the
"Note"); and
WHEREAS, the Lender has agreed to make available to the
Borrower an additional USD 5,000,000 subject to such
additional amount being governed by the terms and conditions
of the Loan Agreement, evidenced by the Note and guaranteed by
the Guarantor;
WHEREAS, the Borrower, the Lender and the Guarantor have
agreed to the terms of Amendment No. 1 to the Loan Agreement
dated as of December ___, 1995, ("Amendment No. 1") and the
Borrower and the Lender have agreed to the terms of
Endorsement No. 1 to the Note dated December __, 1995
("Endorsement No. 1") to, among other things, reflect the
changes described above; and
WHEREAS, it is to the corporate benefit of the Guarantor
that the Borrower enter into Amendment No. 1 and Endorsement
No. 1; and
WHEREAS, in order to induce the Lender to enter into
Amendment No. 1 and Endorsement No. 1, the Guarantor is
prepared to guaranty the performance by the Borrower of its
obligations under the Loan Agreement, as amended by Amendment
No. 1, and under the Note, as amended by Endorsement No. 1;
and
WHEREAS, the Lender is prepared to enter into Amendment
No. 1 and Endorsement No. 1 in consideration, among other
things, of the continuing guaranty by the Guarantor of the
obligations of the Borrower under the Loan Agreement, as
amended by Amendment No. 1, and under the Note, as amended by
Endorsement No. 1.
NOW THEREFORE, IN CONSIDERATION OF THE PREMISES, the
Guarantor and the Lender hereby agree as follows:
1. All references in the Guaranty to the Loan Agreement
shall mean the Loan Agreement as amended by Amendment No. 1.
2. All references in the Guaranty to the Note shall
mean the Note as amended by Endorsement No. 1.
3. The Guarantor hereby acknowledges receipt of
Amendment No. 1 and Endorsement No. 1 in execution form and
hereby consents and agrees to both of them and to all the
terms and provisions thereof.
4. Except as otherwise provided herein or as waived in
writing by the Lender, the Representations and Warranties
contained in Section 7 of the Guaranty made by the Guarantor
in favor of the Lender are correct on and as of the date of
this Amendment No. 1 to the Guaranty as though made on and as
of such date and the Guarantor is in compliance with all of
the Covenants contained in Section 3.03 of the Loan Agreement.
5. All capitalized terms used in this Amendment No. 1
to Guaranty which are not defined herein shall have the
meanings given to them in the Loan Agreement, as amended.
6. This Amendment No. 1 to Guaranty shall be governed
by, and construed in accordance with, the laws of the State of
New York, other than the conflict of laws rules thereof.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Amendment No. 1 to Guaranty, as of the date
first above written.
READING & XXXXX CORPORATION
By:______________________________
Name:____________________________
Title:___________________________
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By:______________________________
Name:____________________________
Title:___________________________
