EXHIBIT 10.9
Amendment No. 7 to Preferred Fleet Mortgage
Amendment No. 7 dated November 29, 1995 to the Preferred Fleet
Mortgage dated March 29, 1991 (the "Original Mortgage") , as amended
(hereinafter the Original Mortgage as amended being referred to as the
"Mortgage") given by READING XXXXX DRILLING CO., a corporation organized
and existing under the laws of the State of Oklahoma, with its principal
place of business at 000 Xxxxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000,
(the "Shipowner"), to Bank One, Texas, N.A., a national banking
association, as Trustee, with its principal place of business at 000
Xxxxxx Xxxxxxx Xxxxx 00000 (the "Trustee").
WHEREAS, the Shipowner is the owner of 100% of the following
U.S. flag drilling rigs (the "Vessels"):
Name Official No.
XXXXX X. XXXXXX 645360
X.X. XXXXX 651645
XXX XXXXXXXXXX 651643
which Vessels have been duly registered in the name of the Shipowner in
accordance with the laws of the United States of America; and
WHEREAS, the Original Mortgage was received for record at 2:35 p.m.
on March 29, 1991 at the U.S. Coast Guard Vessel Documentation Office at
the Port of Houston, Texas and was recorded in Book No. PM-244 at Inst.
No. 1, and
WHEREAS, the Original Mortgage mortgaged one hundred percent (l00%)
of the Vessels, together with all of their boilers, engines, machinery,
masts, spars, sails, rigging, boats, anchors, chains, tackle, apparel,
furniture, fittings, equipment, drilling equipment, pumps, drill pipes,
collars, racking, housing, spare parts and supporting inventory, vehicles
and living quarters (excluding equipment aboard the Vessels which is not
owned by the Shipowner) and all other appurtenances to the Vessels
appertaining or belonging, whether now owned or hereafter acquired,
whether on board or not, and all additions, improvements and replacements
made in or to such Vessels; and
WHEREAS, the Original Mortgage was granted by the Shipowner to the
Assignor for the purpose of securing the obligation of the Shipowner to
pay to NMB Postbank Groep N.V. (now known as Internationale Nederlanden
Bank N.V.) (the "Lender") all amounts due and payable under that certain
Credit Facility Agreement dated as of March 27, 1991 among the Shipowner,
the other Borrowers name therein and the Lender (the "Credit Agreement");
and
WHEREAS, a true and accurate copy of the Credit Agreement is
attached to the Mortgage as Exhibit A and forms a part thereof; and
WHEREAS, pursuant to Amendment No. 1 to Credit Facility Agreement
dated as of May 24, 1991 among the Shipowner, the other Borrowers and the
Lender ("Amendment No. 1"), certain terms of the Credit Agreement were
amended; and
WHEREAS, the Shipowner and the Assignor amended the Original
Mortgage in order to reflect the changes made to the Credit Agreement by
Amendment No.1; and
WHEREAS, Amendment No. 1 to the Mortgage dated May 31, 1991 was
received for record at 2:00 p.m. on June 5, 1991 at the U.S. Coast Guard
Vessel Documentation Office at the Port of Houston, Texas and was recorded
in Book No. PM-248 at Inst. No. 2; and
WHEREAS, pursuant to Amendment No. 2 to Credit Facility Agreement
dated June 28, 1991 among the Shipowner, the other Borrowers and the
Lender ("Amendment No. 2"), certain terms of the Credit Agreement were
amended; and
WHEREAS, the Shipowner and the Assignor amended the Mortgage,
pursuant to the terms of Amendment No. 2 to the Mortgage, in order to
reflect the changes made to the Credit Agreement by Amendment No. 2; and
WHEREAS, Amendment No. 2 to the mortgage dated June 28, 1991, was
received for record at 1:31 p.m. on August 6, 1991 at the U.S. Coast Guard
Vessel Documentation Office, Port of Houston, Texas an was recorded at
Book PM-250, I-3; and
WHEREAS, pursuant to Amendment No. 3 to Credit Facility Agreement
dated August 30, 1991 among the Shipowner, the other Borrowers and the
Lender ("Amendment No. 3"), certain terms of the Credit Agreement were
amended; and
WHEREAS, the Shipowner and the Assignor amended the Mortgage to
reflect the changes made to the Credit Agreement by Amendment No. 3; and
WHEREAS, Amendment No. 3 to the Mortgage dated August 30, 1991 was
received for record at 8:07 a.m. on September 6, 1991 at the U.S. Coast
Guard Vessel Documentation Office, Port of Houston, Texas and was recorded
at Book PM-252, I-17; and
WHEREAS, pursuant to Amendment No. 4 to Credit Facility Agreement
dated as of June 30, 1992 among the Shipowner, the other Borrowers and the
Lender ("Amendment No. 4"), certain terms of the Credit Agreement were
amended; and
WHEREAS, the Shipowner and the Assignor amended the Mortgage to
reflect the changes made to the Credit Agreement by Amendment No. 4; and
WHEREAS, Amendment No. 4 to the Mortgage dated September 9, 1992 was
received for record at the U.S. Coast Guard Vessel Documentation Office
for the Port of Houston, Texas September 10, 1992 at 1:05 p.m. and
recorded at Book PM-263, Instrument 82; and
WHEREAS, pursuant to the terms of Amendment No. 6 to Credit Facility
Agreement dated as of February 25, 1993, among the Shipowner, the other
Borrowers and the Lender ("Amendment No. 5"), certain terms of the Credit
Agreement were amended; and
WHEREAS, the Shipowner and the Assignor amended the Mortgage in
order to reflect the changes made to the Credit Agreement by Amendment No.
5; and
WHEREAS, Amendment No. 5 to Mortgage dated February 25, 1993 was
received for record at 10:32 a.m. in the United States Coast Guard Vessel
Documentation Office for the Port of Houston, and was recorded at Book PM-
269, Instrument 93; and
WHEREAS, pursuant to the Amended and Restated Credit Facility
Agreement dated the date hereof (the "Restated Agreement") among the
Shipowner, the Borrowers listed therein and the Lender, the Credit
Agreement was restated and certain of its terms were amended; and
WHEREAS, Texas Commerce Bank National Association, as Trustee has
agreed, at the request of Lender, to assign its rights and obligations
under the Mortgage to the Trustee, and the Trustee has agreed to assume
such rights and obligations; and
WHEREAS, the Assignment, Assumption and Amendment No. 6 dated April
27, 1995 was received for record at the U.S. Coast Guard Vessel
Documentation Office for the Port of Houston on April 27, 1995 and was
recorded in Book 95/5 at page 175; and
WHEREAS, pursuant to Amendment No. 1 to the Restated Agreement
dated as of July 31, 1995 and Amendment No. 2 to the Restated Agreement
dated as of , 1995, the Borrower and the Lender amended
certain terms of the Restated Agreement (including, inter alia, the
release of the lien of this Mortgage on the XXX XXXXXXXXXX, Official No.
651643)
WHEREAS, the Shipowner and the Trustee wish to amend the Mortgage to
reflect the changes made by Amendment No. 1 and Amendment No. 2 to the
Restated Agreement.
NOW, THEREFORE, in consideration of the above recitals, and other
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree to assign, assume and amend
the Mortgage as follows:
Amendment No. 7 to Mortgage
The Shipowner and the Trustee hereby agree to amend the Mortgage as
follows:
A. The first WHEREAS clause on page 1 of the Mortgage is amended
to read as follows:
"1. The Shipowner is the owner of 100% of the following U.S.
flag drilling rigs (the "Vessels"):
RECITALS
NAME OFF. NO. PLACE OF BUILD HOME PORT
XXXXX X. XXXXXX 000000 Xxxxxxxxx Xxxxxxx, XX.
X. X. XXXXX 000000 Xxxxxxxxx Houston, TX.
(Cuidad de
Corrientes)
which Vessels have been duly registered in the name of the Shipowner in
accordance with the laws of the United States of America."
B. Exhibit A to the Mortgage is hereby amended to add
Amendment No. 1 and Amendment No. 2 of the Restated Agreement in the
form of Exhibit A attached hereto.
C. Hereinafter each reference in the Mortgage, as amended to the
Credit Agreement shall refer to the Restated Agreement as so amended.
D. For purposes of recording this Amendment No. 7 to Preferred
Fleet Mortgage pursuant to 46 U.S.C. 31321, it amends mortgage covenants.
The total amount of the Mortgage is reduced to USD 35,000,000 plus interest
and performance of mortgage covenants.
E. Except as specifically amended herein, the Mortgage shall remain
in full force and effect.
All capitalized terms used herein but not defined herein shall have
the meanings given to them in the Mortgage.
THIS AMENDMENT NO. 7 TO PREFERRED FLEET MORTGAGE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES
OF AMERICA AND, TO THE EXTENT THEY DO NOT APPLY, TO THE INTERNAL LAWS
OF THE STATE OF NEW YORK.
IN WITNESS HEREOF, the parties hereto have duly executed this Amend-
ment No. 7 to Preferred Fleet Mortgage on the date first written above.
READING & XXXXX DRILLING CO.
By:
Name: X. X. Xxxxx
Title: Vice President and
Treasurer
BANK ONE, TEXAS, N.A.
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 X. X. Xxxxx, known
to me to be the person whose name is subscribed to the foregoing instrument
and known to me to be the Vice President and Treasurer 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 an
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 and acknowledged to me that he executed
said instrument for the purposes and consideration therein expressed,
and as the act of said association.
Given under my hand and seal of office this day of , 1995.
Notary Public
