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Exhibit (10) xxx
FIRST AMENDMENT
TO THE LOAN AGREEMENT
dated as of July 1, 1995
among
KCS Energy Marketing, Inc.
as Borrower
KCS Energy, Inc. and Proliq, Inc.
each as a Guarantor
and
Canadian Imperial Bank of Commerce
as Lender
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FIRST AMENDMENT TO THE LOAN AGREEMENT
THIS FIRST AMENDMENT TO THE LOAN AGREEMENT, dated as of July 1, 1995
(this "Amendment") among KCS Energy Marketing, Inc., a New Jersey corporation
(the "Borrower"), KCS Energy, Inc., a Delaware corporation (the "Parent"),
Proliq, Inc. a New Jersey corporation ("Proliq" and, together with the Parent,
the "Guarantors") and Canadian Imperial Bank of Commerce (the "Lender"), acting
through certain offices in the United States of America ("CIBC"), as such terms
are defined in the Agreement.
W I T N E S S E T H:
WHEREAS, KCS Energy Marketing, Inc. KCS Energy, Inc., Proliq, Inc. and
CIBC have heretofore entered into a certain Loan Agreement, dated as of January
11, 1995, (the "Agreement");
WHEREAS, KCS Energy Marketing, Inc. KCS Energy, Inc., Proliq, Inc. and
CIBC now desire to further amend the Agreement in certain respects as
hereinunder provided;
NOW THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions. Unless otherwise defined herein or the
context otherwise requires, the terms used herein shall have the meanings
assigned to such terms in the Agreement.
SECTION 2. Amendments to the Agreement. The following amendments are
made to the Agreement.
SECTION 2.1.1 SECTION 1 of the definition of "Loan Commitment" is
hereby amended by changing the amount "$25,000,000" therein to "$35,000,000"
effective August 20, 1995.
SECTION 2.1.2 SECTION 1 of the definition of "Reserve" section 4(a)(ii)
is hereby amended by changing the percentage "5.375%" therein to "5.25%".
SECTION 2.1.3 SECTION 1 of the definition of "Standard Concentration
Limit" is hereby amended by changing the amount "$600,000" therein to "4% of
the outstanding Loan amount".
SECTION 2.1.4 SECTION 3.1(e)(i)(b) Payment of Interest is hereby
amended by changing the percentage "1.375%" therein to "1.25%".
SECTION 3. Representations and Warranties. KCS Energy Marketing,
Inc., KCS Energy, Inc. and Proliq, Inc. hereby repeats and reaffirms as of the
effective date of this Amendment the representations and warranties of KCS
Energy Marketing, Inc., KCS Energy, Inc. and Proliq, Inc. contained in the
Agreement with the same force and effect as though such representations and
warranties had been made as of the effective date of this Amendment, provided,
that (i) all references in such representations and warranties to the Agreement
shall refer to the Agreement as amended by this Amendment, and (ii) the
reference in Section 6.10(b) to September 30, 1994 shall be deemed to refer to
March 31, 1995.
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SECTION 4. Ratification of and References to the Agreement. KCS Energy
Marketing, Inc, KCS Energy, Inc., Proliq, Inc. and CIBC hereby agree that,
except as amended hereby, the Agreement shall remain in full force and effect
and is hereby ratified, approved and confirmed in all respects. All references
in the Agreement in any other agreement or document shall hereafter be deemed
to refer to the Agreement as amended hereby.
SECTION 5. Execution in Counterparts, Effectiveness, etc. This Amendment may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement. This Amendment shall become effective when counterparts
executed on behalf of KCS Energy Marketing, Inc, KCS Energy, Inc., Proliq, Inc.
and CIBC hereof have been received by CIBC.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SECTION 7. Severability of Provisions. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
SECTION 8. Successors and Assigns. This Amendment shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
KCS Energy Marketing Inc.,
as Borrower
By: /s/ Xxxxx X. Xxxxxx
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Name:
Title:
KCS Energy, Inc.,
as Guarantor
By: /s/ Xxxxx X. Xxxxxx
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Name:
Title:
Proliq, Inc.,
as Guarantor
By: /s/ Xxxxx X. Xxxxxx
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Name:
Title:
Canadian Imperial Bank of Commerce
as Lender
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: Authorized Signatory
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