SEVENTH AMENDMENT TO CREDIT AGREEMENT AND REVOLVING NOTE
This Seventh Amendment to Credit Agreement (the "Amendment") is made as of March
9, 2001, between ENERGY WEST INCORPORATED, a Montana corporation ("Borrower")
and U.S. BANK NATIONAL ASSOCIATION MT, f/k/a First Bank Montana, National
Association, a national banking association (the "Bank").
WHEREAS,
i. Borrower and Bank entered into a Credit Agreement dated as of February 12,
1997, as amended by a First Amendment to Credit Agreement and Revolving
Note dated March 5, 1998, a Second Amendment to Credit Agreement dated
March 16, 1998, a Third Amendment to Credit Agreement dated January 21,
1999, a Fourth Amendment to Credit Agreement and Revolving Note dated March
25, 1999, and a Fifth Amendment to Credit Agreement and Revolving Note
dated December 6, 1999 and a Sixth Amendment to Credit Agreement and
Revolving Note dated March 27, 2000, pursuant to which Bank made available
to Borrower a Revolving Commitment in the amount of $11,000,000 (the
"Credit Agreement");
ii. Bank's commitment to make loans under the Credit Agreement and Revolving
Note (defined below) expired January 5, 2001;
iii. Borrower has requested that the Credit Agreement and Revolving Note be
amended to extend Bank's commitment to make loans under the Revolving
Commitment as described in the Credit Agreement to January 5, 2002; and
iv. Bank is willing to take such action upon and subject to the terms and
conditions in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, Borrower and Bank agree as follows:
l. Definitions. Capitalized terms used herein and in the recitals hereto, but
not defined herein or therein, shall have the meanings given them in the Credit
Agreement.
2. Amendment to Credit Agreement. The Credit Agreement is amended as follows:
(a) Section 2.1 is amended by changing the date "January 5, 2001"
wherever it appears to the date "January 5, 2002".
3. Representations and Warranties. Borrower hereby remakes each of the
representations and warranties contained in Article IV of the Credit Agreement
as of the date of this Amendment, as if made in connection with this Amendment
and the Credit Agreement, except that for purposes hereof the references in
Section 4.2 of the Credit Agreement to financial statements dated as of or as at
certain dates shall be deemed to be references to the audited and unaudited
financial statements of Borrower most recently delivered to Bank.
4. Conditions Precedent. The foregoing amendments shall not be effective until
(i) Borrower has delivered to Bank this Amendment and such other documents a
Bank may require each duly executed in form satisfactory to Bank. The delivery
of such documents shall constitute Borrower's representation to Bank that
Borrower is not in default under the Credit Agreement, as amended, and that no
event of default or event which, with the giving of notice or passage of time or
both, would become an event of default, has occurred; and Bank may request a
certificate of an officer of Borrower stating the foregoing.
5. Entire Agreement. This Amendment and the Credit Agreement and the other
documents executed in connection herewith or therewith and the other documents
delivered in connection herewith and therewith contain the entire agreement of
the parties concerning the subject matter hereof and thereof. No promise,
representation or understanding which is not expressly set forth in, or
incorporated into, either the Credit Agreement or this Amendment or the other
documents executed in connection with the Credit Agreement or this Amendment
shall be enforceable by either party.
6. Effectiveness. The Revolving Commitment described in the Credit Agreement
shall continue to be governed by and subject to all of the provisions of the
Credit Agreement as amended hereby and any amounts presently outstanding under
the Revolving Commitment shall continue to be outstanding. The Credit Agreement,
as amended hereby, remains in full force and effect and is hereby ratified and
confirmed. Any reference to "this Agreement" or "the Credit Agreement" in the
Credit Agreement or in any promissory note, guaranty, or other instrument
relating to the Credit Agreement is deemed to be a reference to the Credit
Agreement as amended hereby.
IN WITNESS WHEREOF, Borrower and Bank have caused this Amendment to be executed
the date first set forth above.
U.S. BANK NATIONAL ASSOCIATION MT, f/k/a First Bank Montana,
National Association
By:
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Title:
ENERGY WEST INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Chief Operating Officer and Chief Financial Officer
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The undersigned Guarantors of the Revolving Commitment described in the Credit
Agreement hereby acknowledge and consent to this Seventh Amendment to Credit
Agreement and hereby ratify and confirm that the Guaranty Agreement the
undersigned executed dated as of February 12, 1997 in connection with the
Revolving Commitment and the Credit Agreement remains in full force and effect
with respect to the Revolving Commitment and the Credit Agreement as hereby
amended.
GUARANTORS:
ENERGY WEST PROPANE, INC., f/k/a ENERGY WEST DEVELOPMENT, INC.,
Rocky Mountain Fuels, Inc. f/k/a Montana Sun, Inc.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Title: Chief Operating Officer and Title: Chief Operating Officer and
Chief Financial Officer Chief Financial Officer
ENERGY WEST RESOURCES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Title: Chief Operating Officer and
Chief Financial Officer
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