EXHIBIT 10.27
TERMINATION OF INDENTURE OF TRUST
THIS AGREEMENT dated as November 29, 1995, among
Reading & Xxxxx Corporation, a corporation organized and
existing under the laws of the State of Delaware ("RBC"),
Reading & Xxxxx Drilling Co., a corporation organized and
existing under the laws of the State of Oklahoma ("RBD"),
Reading & Xxxxx Exploration Co., a corporation organized and
existing under the laws of the State of Oklahoma ("RBX"),
Reading and Xxxxx, Inc., a corporation organized and existing
under the laws of the State of Oklahoma ("RBI"), Reading and
Xxxxx Borneo Drilling Co., Ltd., a corporation organized and
existing under the laws of the State of Oklahoma ("RBB"),
Reading & Xxxxx (A) Pty. Ltd., a corporation organized and
existing under the laws of Australia ("RBA") (RBC, RBD, RBX,
RBI, RBB and RBA being referred to collectively as the
"Borrowers" and individually as a "Borrower") and Bank One,
Texas, N.A., a national banking association, as Trustee (the
"Trustee").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Facility Agreement dated as of
March 27, 1991, as amended May 24, 1991, June 28, 1991, August
30, 1991, June 30, 1992 and February 25, 1993 (as so amended,
the "Original Credit Agreement"), Internationale Nederlanden
Bank, N.V. (formerly known as NMB Postbank Groep, N.V. the
"Lender") agreed to provide funding to certain of the
Borrowers in the aggregate principal amount of up to USD
112,000,000; and
WHEREAS, in connection therewith, the Borrowers and the
Trustee entered into that certain Indenture of Trust dated
March 27, 1991, as amended (the "Indenture"); and
WHEREAS, the Borrowers and the Lender restated the Original
Credit Agreement pursuant to the terms of that certain Amended
and Restated Credit Facility Agreement dated as of April 27,
1995, as amended (as so amended the "Restated Credit
Agreement"); and
WHEREAS, the Borrowers have repaid Facility C and terminated
Facility D and Facility E, with the agreement of the Lenders,
and the Lenders have agreed to release all collateral
(including the Mortgages, Assignments and Pledges) and delete
all Vessels under the Indenture; and
WHEREAS, the Borrowers and the Trustee wish to terminate the
Indenture.
NOW THEREFORE, in consideration of the above
recitals and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties agree to terminate this Indenture effective as of the
date hereof as follows:
1. Termination of Indenture. Effective as of the date
hereof Obligors have paid or caused to be paid or
provided adequate security to the Lender for repayment of
the Notes theretofore delivered to the Trustee, the Notes
have been delivered to the Trustee for cancellation, and
the Obligors have delivered to the Trustee (a) a written
notice that all conditions precedent provided for in
Section 401 of the Indenture relating to the satisfaction
and discharge of this Indenture have been complied with
and (b) an opinion of counsel acceptable to the Trustee
to the same effect.
2. Section 306 of Indenture. Notwithstanding Section 1
above, the liabilities and obligations of the Obligors to
the Trustee under Section 306 shall survive the
termination of this Indenture.
All capitalized terms used herein but not defined herein
shall have the meanings given to them in the Indenture.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Amendment on the date first written above.
READING & XXXXX CORPORATION
By:
Name:
Title:
READING & XXXXX DRILLING CO.
By:
Name:
Title:
READING & XXXXX EXPLORATION CO.
By:
Name:
Title:
READING AND XXXXX, INC.
By:
Name:
Title:
READING AND XXXXX BORNEO DRILLING
CO., LTD.
By:
Name:
Title:
THE COMMON SEAL OF READING & XXXXX (A) PTY. LTD.
READING & XXXXX (A)
PTY. LTD. was hereunto
affixed by authority of
the Board of Directors By:
in the presence of : Name:
Title:
__________________
X. X. Xxxxx, Director
__________________
X. X. Xxxxxx, Secretary
BANK ONE, TEXAS, N.A., as Trustee
By:
Name:
Title:
ACKNOWLEDGMENT
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, , a notary public in
and for said county and state, on this day personally appeared
, known to me to be the person whose
name is subscribed to the foregoing instrument and known to me
to be the of Reading & Xxxxx
Corporation, a corporation organized under the laws of
Delaware, and acknowledged to me that he executed said
instrument for the purposes and consideration therein
expressed, and as the act of said corporation.
Given under my hand and seal of office this day of
, 1995.
Notary Public
ACKNOWLEDGMENT
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, , a notary public in
and for said county and state, on this day personally appeared
, known to me to be the person whose
name is subscribed to the foregoing instrument and known to me
to be the of Reading & Xxxxx
Drilling Co., a corporation organized under the laws of
Oklahoma, and acknowledged to me that he executed said
instrument for the purposes and consideration therein
expressed, and as the act of said corporation.
Given under my hand and seal of office this day of
, 1995.
Notary Public
ACKNOWLEDGMENT
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, , a notary public in
and for said county and state, on this day personally appeared
, known to me to be the person whose
name is subscribed to the foregoing instrument and known to me
to be the of Reading & Xxxxx
Exploration Co., a corporation organized under the laws of
Oklahoma, and acknowledged to me that he executed said
instrument for the purposes and consideration therein
expressed, and as the act of said corporation.
Given under my hand and seal of office this day of
, 1995.
Notary Public
ACKNOWLEDGMENT
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, , a notary public in
and for said county and state, on this day personally appeared
, known to me to be the person whose
name is subscribed to the foregoing instrument and known to me
to be the of Reading and
Xxxxx, Inc., a corporation organized under the laws of
Oklahoma, and acknowledged to me that he executed said
instrument for the purposes and consideration therein
expressed, and as the act of said corporation.
Given under my hand and seal of office this day of
, 1995.
Notary Public
ACKNOWLEDGMENT
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, , a notary public in
and for said county and state, on this day personally appeared
, known to me to be the person whose
name is subscribed to the foregoing instrument and known to me
to be the of Reading and
Xxxxx Borneo Drilling Co., Ltd., a corporation organized under
the laws of Oklahoma, and acknowledged to me that he executed
said instrument for the purposes and consideration therein
expressed, and as the act of said corporation.
Given under my hand and seal of office this day of
, 1995.
Notary Public
ACKNOWLEDGMENT
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, , a notary public in
and for said county and state, on this day personally appeared
, known to me to be the person whose
name is subscribed to the foregoing instrument and known to me
to be the of Reading & Xxxxx
(A) Pty. Ltd., a corporation organized under the laws of
, and acknowledged to me that he executed said
instrument for the purposes and consideration therein
expressed, and as the act of said corporation.
Given under my hand and seal of office this day of
, 1995.
Notary Public
ACKNOWLEDGMENT
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, , a notary public in
and for said county and state, on this day personally appeared
, known to me to be the person whose
name is subscribed to the foregoing instrument and known to me
to be the of Bank One,
Texas, N.A., a national banking association, organized under
the laws of , and acknowledged to me that he
executed said instrument for the purposes and consideration
therein expressed, and as the act of said corporation.
Given under my hand and seal of office this day of
, 1995.
Notary Public
