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EXHIBIT 10(t)
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT ("Amendment
No. 1") is made and entered into as of the 31st day of December, 1997, by and
between South Hampton Refining Company, a Texas corporation (the "Borrower") and
Den norske Bank ASA, New York Branch, a Norwegian bank (the "Bank").
For and in consideration of the mutual covenants and agreements herein
contained, Borrower and Bank hereby amend as of the date of this Agreement
that certain Amended and Restated Credit Agreement between the Borrower and the
Bank dated October 15, 1996 (the "Credit Agreement") in the following respects:
Section 1. Amendment to Credit Agreement.
(a) The definition of "Maturity Date" in the Credit Agreement
is hereby amended to read as follows:
"Maturity Date" means December 31, 1999 or as extended in the sole
discretion of the Bank.
Section 2. Closing. The closing of the transactions contemplated by
this Amendment No. 1 is subject to the satisfaction of the following
conditions.
2.1 Counsel to Lender. All legal matters incident to the
transactions herein contemplated shall be satisfactory to Gardere Xxxxx Xxxxxx
& Xxxxx, L.L.P., counsel to the Bank.
2.2 Required Documents. The Bank shall have received fully
executed copies of (i) this Amendment No. 1, (ii) the Endorsement No. 1 to
Promissory Note, (iii) the Ratification of Security Agreement, (iv) the
Ratification of Assignment of Insurances, (v) the Ratification of Pledge, and
(vi) the Notice of Final Agreement.
Section 3. Ratification. Except as amended hereby, the Credit
Agreement shall remain unchanged and the terms, conditions, representations,
warranties, and covenants of said Credit Agreement are true as of the date
hereof, are ratified and confirmed in all respects and shall be continuing and
binding upon the parties.
Section 4. Defined Terms. All terms used in this Amendment No. 1 which
are defined in the Credit Agreement shall have the same meaning as in the
Credit Agreement, except as otherwise indicated in this Amendment No. 1.
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Section 5. Multiple Counterparts. This Amendment No. 1 may be executed by
the parties hereto in several separate counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
agreement.
Section 6. Applicable Law. This Amendment No. 1 shall be deemed to be a
contract under and subject to, and shall be construed for all purposes in
accordance with the laws of the State of Texas.
Section 7. Final Agreement. THE WRITTEN CREDIT AGREEMENT IN CONNECTION
WITH THIS AMENDMENT NO. 1 REPRESENTS THE FINAL AGREEMENT BETWEEN THE BORROWER
AND THE BANK AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE BORROWER AND THE BANK. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE BANK AND THE BORROWER.
IN WRITTEN WHEREOF, the parties have caused this Amendment No. 1 to be
executed by their duly authorized officers as of the 31st day of December,
1997.
SOUTH HAMPTON REFINING COMPANY
By: /s/ XXXXXXXX XXXXXX
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Xxxxxxxx Xxxxxx
President
DEN NORSKE BANK ASA,
NEW YORK BRANCH
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Senior Vice President
By: /s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx
Senior Vice President
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ENDORSEMENT NO. 1
Endorsement No. 1 dated as of December 31, 1997 to the Promissory Note
dated October 15, 1996 (the "Note") in the principal amount of USD 1,965,000
from SOUTH HAMPTON REFINING COMPANY, a Texas corporation (the "Borrower") in
favor of DEN NORSKE BANK ASA , NEW YORK BRANCH, a Norwegian bank (the "Bank").
The Note is hereby amended, effective the date hereof, as follows:
1. The maturity date of the Note is hereby changed to December 31, 1999
wherever it appears.
2. Wherever and in each place the term "Note" is used in the Note, it
shall be read to mean the Note as amended by this Endorsement No. 1. Except as
specifically amended by this Endorsement No. 1, all of the terms of the Note
shall continue in full force and effect.
3. No temporary waiver or forebearance by the payee of any provision of
the Note whether evidenced by this Endorsement No. 1 or otherwise shall bind
the payee to grant any further waivers or forebearances.
IN WITNESS WHEREOF, the parties hereto have executed this Endorsement No.
1 the day and year first above written.
SOUTH HAMPTON REFINING COMPANY
By: /s/ XXXXXXXX XXXXXX
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Xxxxxxxx Xxxxxx
President
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DEN NORSKE BANK ASA,
NEW YORK BRANCH
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Senior Vice President
By: /s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx
Senior Vice President
[Signature Page -- Endorsement No. 1]
