Samson Investment Company and Subsidiaries - Page 13

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          its equipment and rigs.  On January 28, 1985, CDC entered into a            
          settlement agreement with Dresser Industries, Inc. (Dresser), one           
          of CDC' principal rig fabricators.  Pursuant to the settlement              
          agreement, CDC and the bank group agreed to release their claims            
          and security interests in specific equipment associated with                
          uncompleted drilling rigs and to return the equipment to Dresser.           
          In exchange, Dresser agreed to release its security interest in             
          equipment that it had supplied to CDC and that had been                     
          incorporated into CDC's drilling rigs.  In addition, Dresser                
          agreed to release CDC from all claims by Dresser against CDC's              
          rigs.                                                                       
               During May 1985, CDC sold two drilling rigs to Superior                
          Equipment and Supply Co. for $1,450,000 and $1,500,000 and                  
          transferred the sales proceeds to its creditors to reduce their             
          claims.  These rigs were surplus to CDC's needs.  It is customary           
          for drilling contractors to sell surplus rigs.                              
          CDC's Bankruptcy Proceeding                                                 
               On July 12, 1984, Crocker National Bank and TOS, trade                 
          creditors of CDC, filed an involuntary petition under chapter 11            
          of the Bankruptcy Code against CDC.  CDC converted the case into            
          a voluntary chapter 11 proceeding (bankruptcy proceeding).                  
               On May 30, 1986, CDC filed an amended plan of reorganization           
          (amended plan) and an amended disclosure statement with the U.S.            
          Bankruptcy Court for the Western District of Oklahoma (the                  
          bankruptcy court).  As a fallback provision, section 6.12 of the            
          amended plan required that, if at the end of 5 years from the               


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