EXHIBIT 10.21
TERMINATION OF
ASSIGNMENT OF INSURANCES
THIS AGREEMENT dated as of 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") and
Reading and Xxxxx, Inc., a corporation organized and existing
under the laws of the State of Oklahoma ("RBI"), (RBC, RBD,
RBX and RBI being referred to hereafter collectively as the
"Original Borrowers" or "Assignors") and Bank One, Texas,
N.A., a national banking association, as Trustee (the
"Assignee").
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 23, 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 Original Borrowers in the aggregate principal amount of up
to USD 112,000,000; and
WHEREAS, the Original Borrowers (the "Assignors"), as
security for their obligations under the Original Credit
Agreement, entered into that Assignment of Insurances dated
March 29, 1991 (as amended, from time to time, the
"Assignment");
WHEREAS, with Reading and Xxxxx Borneo Drilling Co.,
Ltd., a corporation organized and existing under the laws of
the State of Oklahoma ("RBB") and Reading & Xxxxx (A) Pty.
Ltd., a corporation organized and existing under the laws of
Australia ("RBA"), the Original Borrowers and the Lender
amended and 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 Original Borrowers, RBB, RBA and the Lender
have agreed to terminate the Restated Credit Agreement and for
Lender to release all collateral given in security for the
obligations of the Original Borrowers, RBB and RBA thereunder,
including this Assignment, as follows.
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 Assignee,
upon instructions of the Lender, agrees to terminate and
release the Assignment, effective as of the date hereof, as
follows.
1. The Assignment is terminated, effective as of the
date hereof, and the Assignors are released from any
and all obligations thereunder.
2. The Trustee agrees to execute and deliver to the
Assignors any and all UCC-3 Termination Statements
for filing in all relevant jurisdictions.
All capitalized terms used herein but not defined herein
shall have the meanings given to them in the Assignment.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK AND
MAY NOT BE AMENDED OR CHANGED EXCEPT BY AN INSTRUMENT IN
WRITING.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Termination Agreement 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:
BANK ONE, TEXAS, N.A., as Trustee
By:
Name:
Title:
