Exhibit 10.112
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT (the "Amendment"), dated as of August 30, 1996,
among READING & ▇▇▇▇▇ CORPORATION ("Holdings"), READING & ▇▇▇▇▇ DRILLING CO.
(the "Borrower"), the financial institutions party to the Credit Agreement
referred to below (the "Banks"), Credit Lyonnais New York Branch, as Co-Agent
(the "Co-Agent") and Christiania Bank og Kreditkasse, New York Branch, as
Agent (the "Agent"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Credit
Agreement.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Banks, the Co-Agent and the
Agent are parties to a Credit Agreement, dated as of April 30, 1996 (as
amended, modified or supplemented, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend certain provisions of
the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 7.13 of the Credit Agreement is hereby amended by deleting
all references to "RB Drilling Co." contained therein and inserting in lieu
thereof references to "Reading & ▇▇▇▇▇ Development Co.".
2. Section 7.13 of the Credit Agreement is hereby further amended by
inserting at the end thereof the following sub-sections:
(h) Opinions of Counsel. The Agent shall have received
opinions, addressed to the Agent and each of the Banks and dated
the Second Amendment Effective Date, from (i) ▇▇▇▇▇ ▇▇▇▇▇▇, Esq.,
General Counsel to the Credit Parties, which opinion shall cover
matters, and shall be in form and substance, satisfactory to the
Agent and (ii) from local counsel satisfactory to the Agent as the
Agent may request, which opinions shall cover the perfection of
the security interests (including, without limitation, opinions as
to the enforceability and effect of the Seillean Mortgage) granted
pursuant to this Amendment and such other matters incident to the
transactions contemplated herein as the Agent may reasonably
request and shall be in form and substance satisfactory to the
Agent.
(j) Corporate Proceedings. (1) The Agent shall have
received from Reading & ▇▇▇▇▇ Development Co. a certificate, dated
the Second Amendment Effective Date, signed by the President or
any Vice-President or other appropriate representative of Reading
& ▇▇▇▇▇ Development Co. in the form of Exhibit F with appropriate
insertions and deletions, together with copies of the certificate
of formation, the by-laws, or other organizational documents of
Reading & ▇▇▇▇▇ Development Co. and the resolutions, or such other
administrative approval, of Reading & ▇▇▇▇▇ Development Co.
referred to in such certificate and all of the foregoing
(including each such certificate of formation, certificate of
incorporation and by-laws) shall be reasonably satisfactory to the
Agent.
(2) All corporate and legal proceedings and all instru-
ments and agreements in connection with the transactions contem-
plated by this Amendment shall be reasonably satisfactory in form
and substance to the Agent, and the Agent shall have received all
information and copies of all certificates, documents and papers,
including good standing certificates and any other records of
corporate proceedings and governmental approvals, if any, which
the Agent may have reasonably requested in connection therewith,
such documents and papers, where appropriate, to be certified by
proper corporate or governmental authorities.
(k) Fees. The Borrower shall have paid to the Agent and
the Banks all Fees and expenses agreed upon by such parties to be paid
on or prior to such date.
(l) Security Agreement. Reading & ▇▇▇▇▇ Development Co.
shall have duly authorized, executed and delivered a counterpart
to the Security Agreement, together with:
(1) executed copies of Financing Statements (Form
UCC-1 and/or UCC-3) or appropriate local equivalent in
appropriate form for filing under the UCC or appropriate
local equivalent of each jurisdiction as may be necessary to
perfect the security interests purported to be created by
the Security Agreement;
(2) certified copies of Requests for Information or
Copies (Form UCC-11), or equivalent reports, each of a
recent date listing all effective financing statements that
name Reading & ▇▇▇▇▇ Development Co., or a division or
operating unit of Reading & ▇▇▇▇▇ Development Co., as debtor
and that are filed in the jurisdictions referred to in
immediately preceding clause (1), together with copies of
such financing statements (none of which shall cover the
Collateral except (x) those with respect to which appropri-
ate termination statements executed by the secured lender
thereunder have been delivered to the Collateral Agent and
(y) to the extent evidencing Permitted Liens);
(3) evidence that all other recordings and filings
of, or with respect to, the Security Agreement, and all
other actions, as may be necessary or, in the opinion of the
Collateral Agent, desirable to perfect the security
interests intended to be created by the Security Agreement
have been completed (it being understood and agreed that UCC
financing statements and termination statements shall be
filed in the appropriate governmental office within three
Business Days after the Second Amendment Effective Date);
and the Security Agreement and such other documents shall be in
full force and effect.
(m) Subsidiary Guaranty. Reading & ▇▇▇▇▇ Development Co.
(a "Subsidiary Guarantor") shall have duly authorized, executed
and delivered a counterpart of the Subsidiary Guaranty, and the
Subsidiary Guaranty shall be in full force and effect with respect
to Reading & ▇▇▇▇▇ Development Co.
3. Section 10 of the Credit Agreement is hereby amended by inserting
in appropriate alphabetical order the following new definitions:
"Second Amendment" shall mean the Second Amendment, dated as of
August 30, 1996, to this Agreement.
"Second Amendment Effective Date" shall mean the Second Amendment
Effective Date as defined in the Second Amendment, dated as of August
30, 1996, to this Agreement.
4. In order to induce the Banks to enter into this Amendment, each of
Holdings and the Borrower hereby represents and warrants that (i) the repre-
sentations, warranties and agreements contained in Section 7 of the Credit
Agreement are true and correct in all material respects on and as of the
Second Amendment Effective Date (except with respect to any representations
and warranties limited by their terms to a specific date, which shall be true
and correct in all material respects as of such date) and (ii) there exists no
Default or Event of Default on the Second Amendment Effective Date (as defined
herein) in each case both before and after giving effect to this Amendment.
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
6. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with each of Holdings, the Borrower and the
Agent.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
8. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when (i) each of Holdings, the Borrower, and the
Banks shall have signed a copy hereof (whether the same or different copies)
and shall have delivered (including by way of facsimile) the same to the Agent
at the Notice Office and (ii) each of the conditions set forth in paragraph 4
hereof shall have been satisfied.
9. From and after the Second Amendment Effective Date, all
references in the Credit Agreement and the other Credit Documents to the
Credit Agreement shall be deemed to be references to such Credit Agreement as
modified hereby.
IN WITNESSES WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
READING & ▇▇▇▇▇ CORPORATION
By:
Title:
READING & ▇▇▇▇▇ DRILLING CO.
By:
Title:
CHRISTIANIA BANK OG
KREDITKASSE, NEW YORK BRANCH,
Individually, and as Agent
By:
Title:
By:
Title:
CREDIT LYONNAIS NEW YORK
BRANCH
By:
Title:
BANQUE INDOSUEZ
By:
Title:
By:
Title:
BANK AUSTRIA AKTIENGESELLSCHAFT
By:
Title:
By:
Title:
THE FUJI BANK, LIMITED
By:
Title: