EXHIBIT 10.14
AMENDMENT NO.4
AMENDMENT NO. 4 dated as of September 26, 2001 (this AMENDMENT NO. 4) between:
XXXXX CORPORATION, NAVAJO REFINING COMPANY, BLACK EAGLE, INC., NAVAJO CORP.,
NAVAJO SOUTHERN, INC., NAVAJO NORTHERN. INC. LOREFCO, INC., NAVAJO CRUDE OIL
PURCHASING, INC., NAVAJO HOLDINGS, INC., XXXXX PETROLEUM, INC., NAVAJO PIPELINE
CO., LEA REFINING COMPANY NAVAJO WESTERN ASPHALT COMPANY, and MONTANA REFINING
COMPANY, A PARTNERSHIP, as Borrowers and Guarantors, the BANKS listed on the
signature pages hereof CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative
Agent, CIBC INC. as Collateral Agent, FLEET NATIONAL BANK (formerly known as
Bank Boston Corp.), as Documentation Agent, GUARANTY BUSINESS CREDIT
CORPORATION, as Collateral Monitor, and CIBC WORLD MARKETS CORP., as Sole Lead
Arranger and Bookrunner.
WHEREAS
(A) The parties hereto are party to an Amended and Restated Credit and
Reimbursement Agreement dated as of April 14, 2000, as amended by
Amendment No. 1 dated as of July 7, 2000, Amendment No. 2 dated as of
April 4, 2001 and Amendment No. 3 dated as of August 7, 2001 (as in
effect on the date hereof, the CREDIT AGREEMENT), providing, subject to
the terms and conditions thereof, for extensions of credit to be made
by the Banks to the Borrowers in an aggregate principal or face amount
not exceeding $100,000,000.
(B) The Borrowers and the Guarantors wish to amend the Credit Agreement in
order for Xxxxx Corporation to be able to purchase additional shares of
its common stock.
(C) The Banks and Agents agree to amend the Credit Agreement in accordance
with the provisions contained herein, and accordingly, the parties
hereto hereby agree as follows:
DEFINITIONS
1. Except as otherwise defined in this Amendment No. 4. terms defined in the
Credit Agreement are used herein as defined therein.
AMENDMENTS
2. Subject to the satisfaction of the conditions precedent set forth in Section
4 below, the Credit Agreement shall be amended as follows effective on the date
hereof.
A. Section 5.15 of the Credit Agreement is amended by adding the following
at the end thereof.
In addition to the Restricted Payments permitted by the preceding
paragraph of this Section 5.15, the Company may make Restricted
Payments in an amount not to exceed $20,000,000 for the purpose of
purchasing the Company's common stock. Any such purchase pursuant to
this paragraph shall not (i) otherwise affect
the amount of Restricted Payments that may be made pursuant to the
preceding paragraph of this Section 5.15 or (ii) reduce the Applicable
Annual Limit described in the preceding paragraph of this Section 5.15.
REPRESENTATIONS AND WARRANTIES
3. Each of the Borrowers and the Guarantors represents and warrants to the Banks
and the Agents that (unless specifically limited to an earlier date) the
representations and warranties set forth in Section 4 of the Credit Agreement
are true and complete on and as of the date hereof with the same force and
effect as if made on and as of such date, and as if each reference in said
Section 4 to "this Agreement" included reference to this Amendment No. 4.
CONDITIONS PRECEDENT
4. AS provided in Section 2, the amendments to the Credit Agreement set forth in
said Section 2 shall become effective, as of the date hereof, upon the receipt
of the Administrative Agent of this Amendment No. 4, executed by each Borrower
and Guarantor, each Agent and the Required Banks.
ACKNOWLEDGEMENT OF OBLIGORS
5. Each Obligor hereby (a) agrees that each reference to the Credit Agreement
and words of similar import in each Financing Document to which such Obligor is
party shall be a reference to the Credit Agreement as amended by this Amendment
No. 4 and (b) confirms that its obligations under each Financing Document to
which it is party remain in full force and effect after giving effect to the
amendment of the Credit Agreement by this Amendment No. 4.
MISCELLANEOUS
6. Except as herein provided, the Credit Agreement shall remain unchanged and in
full force and effect. This Amendment No. 4 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
amendatory instrument and any of the parties hereto may execute this Amendment
No. 4 by signing any such counterpart. This Amendment No. 4 shall be governed
by, and construed in accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be
duly executed and delivered as of the day and year first above written.
XXXXX CORPORATION
By: /s/ XXXXXXX X. XxXXXXXXX
------------------------------------
Title: Vice President Finance and Corporate Development
NAVAJO REFINING COMPANY
BLACK EAGLE, INC.
NAVAJO CORP.
NAVAJO SOUTHERN, INC.
NAVAJO NORTHERN, INC.
LOREFCO, INC.
NAVAJO CRUDE OIL PURCHASING, INC.
NAVAJO HOLDINGS, INC.
XXXXX PETROLEUM, INC.
NAVAJO PIPELINE CO.
LEA REFINING COMPANY
NAVAJO WESTERN ASPHALT COMPANY
By: /s/ XXXXXXX X. XxXXXXXXX
------------------------------------
Title: Vice President Finance and Corporate Development
MONTANA REFINING COMPANY, A PARTNERSHIP
By Navajo Northern, Inc., its General Partner
By: /s/ XXXXXXX X. XxXXXXXXX
------------------------------------
Title: Vice President Finance and Corporate Development
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CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent
By: /s/ XXXX XXXX XXXX
------------------------------------
Title: Authorized Signatory
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CIBC INC., as Collateral Agent,
By: /s/ XXXX XXXX XXXX
------------------------------------
Title: Authorized Signatory
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FLEET NATIONAL BANK, as Documentation Agent
By: /s/ XXXXXXXXXXX X. XXXXXXXX
------------------------------------
Title: Xxxxxxxxxxx X. Xxxxxxxx
Managing Director
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GUARANTY BUSINESS CREDIT CORPORATION, as Collateral Monitor
By: /s/ XXXXXX X. XXXXXXX
------------------------------------
Title: Vice President
Xxxxxx X. Xxxxxxx
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CIBC WORLD MARKETS CORP., as sole lead arranger and bookrunner
By: /s/ XXXX XXXX XXXX
------------------------------------
Title: Authorized Signatory
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BANKS
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ XXXX XXXX XXXX
------------------------------------
Title: Authorized Signatory
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FLEET NATIONAL BANK
BY /s/ XXXXXXXXXXX X. XXXXXXXX
------------------------------------
TITLE: Xxxxxxxxxxx X. Xxxxxxxx
Managing Director
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GUARANTY BUSINESS CREDIT CORPORATION
By: /s/ XXXXXX X. XXXXXXX
------------------------------------
Title: Vice President
Xxxxxx X. Xxxxxxx
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XXX XXXX XX XXXX XXXXXX
By: /s/ [ILLEGIBLE]
------------------------------------
Title:
Page 00
XXXXXXXX XXXX XX XXXXXX
By: /s/ XXXXXXX XXXXXXX
------------------------------------
Title: Vice President
By: /s/ [ILLEGIBLE]
------------------------------------
Title: Vice President
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HIBERNIA NATIONAL BANK
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Title: Xxxxx X. Xxxxxxx
Vice President
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