EXHIBIT 4.1
FIRST AMENDMENT TO SECOND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO SECOND RESTATED LOAN AGREEMENT
(hereinafter referred to as this "Amendment") dated as of the 15th day of May,
2000, is by and between XXXXXXX OIL COMPANY, a Delaware corporation ("Borrower")
and BANK ONE, TEXAS, N.A., a national banking association ("Bank").
W I T N E S S E T H:
WHEREAS, Borrower and Bank entered into a Second Restated Loan
Agreement dated as of November 12, 1999 (the "Second Restated Loan Agreement");
and
WHEREAS, Borrower and the Bank have agreed to make certain changes to
the Second Restated Loan Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Unless otherwise defined herein, all defined terms used herein
shall have the same meaning ascribed to such terms in the Second Restated Loan
Agreement.
2. The following definitions in Section 1 of the Second Restated Loan
Agreement are hereby amended as follows:
"CD Margin" shall mean one and 675/1000's percent (1.675%).
"Eurodollar Margin" shall mean one and one-half percent (1.500%).
3. This Amendment shall be effective as of April 1, 2000 upon
satisfaction of the conditions precedent set forth in Paragraph 4 hereof (the
"Amendment Effective Date").
4. The effectiveness of this Amendment shall be subject to the
satisfaction of the following conditions precedent:
(a) Borrowers Execution and Delivery. Borrower shall have
executed and delivered this Amendment and other required documents,
all in form and substance satisfactory to the Bank;
(b) Corporate Resolutions. The Bank shall have received
appropriate certified corporate resolutions of Borrower;
(c) Representations and Warranties. The representations
and warranties of Borrower under the Second Restated Loan Agreement
are true and correct in all material
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respects as of such date, as if then made (except to the
extent that such representations and warranties related solely to an
earlier date);
(d) No Event of Default. No Event of Default shall have occurred and be
continuing nor shall any event have occurred or failed to occur which, with the
passage of time or service of notice, or both, would constitute an Event of
Default;
(e) Other Documents. The Bank shall have received such other instruments
and documents incidental and appropriate to the transaction provided for herein
as the Bank or its counsel may reasonably request, and all such documents shall
be in form and substance satisfactory to the Bank; and
(1) Legal Matters Satisfactory. All legal matters incident to the
consummation of the transactions contemplated hereby shall be satisfactory to
special counsel for the Bank retained at the expense of Borrower.
5. Except to the extent its provisions arc specifically amended,
modified or superseded by this Amendment, the representations, warranties and
affirmative and negative covenants of the Borrower contained in the Second
Restated Loan Agreement are incorporated herein by reference for all purposes as
if copied herein in full. The Borrower hereby restates and reaffirms each and
every term and provision of the Second Restated Loan Agreement, as amended,
including, without limitation, all representations, warranties and affirmative
and negative covenants. Except to the extent its provisions are specifically
amended, modified or superseded by this Amendment, the Second Restated Loan
Agreement, as amended, and all terms and provisions thereof shall remain in full
force and effect and the same in all respects are confirmed and approved by the
Borrower and the Bank.
6. This Amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.
7. THIS AIVENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRJ7ITEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
[Signature page follows:]
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IN WITNESS WHEREOF, the parties have caused this First Amendment to Second
Restated Loan Agreement to be duly executed as of the date first above written.
BORROWER:
XXXXXXX OIL COMPANY,
a Delaware corporation
BORROWER:
XXXXXXX OIL COMPANY,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Xxxxx X. Xxxxx, President
BANK:
BANK ONE, TEXAS, N.A.
a national banking association
By: /s/ Xxxx X. Xxxxxx
------------------------------------------
Xxxx X. Xxxxxxxx, Vice President
865836.1
Reed V. 1
President
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