EXHIBIT 10.6
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Fourth Amendment to Loan and Security Agreement (the "Amendment") is
made and entered into as of April 1, 1993, by and between RED MAN PIPE & SUPPLY
CO., an Oklahoma corporation ("Borrower"), and BARCLAYS BUSINESS CREDIT, INC., a
Connecticut corporation ("Lender").
PRELIMINARY STATEMENTS:
1. Borrower and Lender entered into that certain Loan and Security
Agreement dated as of May 3, 1991, as heretofore amended, governing the terms of
up to $20,000,000 in revolving credit loans and term loans (as amended, the
"Agreement").
2. Borrower has requested that the Agreement be amended to decrease the
interest rate payable by Borrower and to extend the term of the Agreement.
AGREEMENTS:
NOW, THEREFORE, in consideration of the agreements herein contained and
subject to the terms and conditions set forth herein, Borrower and Lender hereby
agree as follows, and agree that the amendments specified below shall be
effective from and after the date hereof and shall be incorporated into the
Agreement and shall supersede those provisions in the Agreement referenced as
follows:
1. DEFINITIONS. Terms used herein and defined in the Agreement shall
have the meanings set forth in the Agreement except as otherwise provided
herein.
2. INTEREST AND CHARGES. Section 3.1(A) of the Agreement is hereby
deleted in its entirety and the following is substituted therefor:
"(A) The principal amount of the Term Loan outstanding from day-to-day
shall bear interest, calculated daily at a fluctuating rate per annum equal
to the lesser of (i) 2.0% above the Base Rate (the "Annual Term Rate"), or
(ii) the Maximum Legal Rate. The principal amount of the Revolving Credit
Loans outstanding from day-to-day shall bear interest, calculated daily at
a fluctuating rate per annum equal to the lesser of (i) 1.5% (or such
lesser percentage as may be provided by subsection (H) hereof) above the
Base Rate
(the "Annual Revolving Rate"), or (ii) the Maximum Legal Rate."
3. TERM OF AGREEMENT. Section 3.3(A) of the Agreement is hereby amended
by deleting the present Section 3.3(A) in its entirety and substituting therefor
the following:
Section 3.3(A). The provisions of this Agreement shall be in effect
for the period through and including May 3, 1996 (the "original Term"),
unless terminated as provided in Section 3.3(B), or extended pursuant to
this Section 3.3(A). So long as no Default has occurred, the original Term
shall be automatically extended by one year unless Borrower has notified
Lender, or Lender has notified Borrower, on or before January 3, 1996, that
it does not desire this Agreement to be extended pursuant to this Section
3.3(A).
4. CONDITIONS. The obligation of Lender to be bound by the provisions of
this Amendment shall be subject to the fulfillment of the following conditions
precedent on or before the date hereof:
(a) Lender shall have received the following, duly executed by each
party thereto, other than Lender:
(i) this Amendment; and
(ii) all other documents Lender may reasonably request with
respect to any matter relevant to this Amendment or the transactions
contemplated hereby.
(b) Borrower and Guarantor shall have performed and complied with all
agreements and conditions contained in the Agreement and the Other
Agreements which are required to be performed or complied with by Borrower
or Guarantor before or on the date hereof.
(c) The representations and warranties contained in the Agreement, as
amended hereby, and the other Agreements shall be true and correct in all
material respects as of the date hereof, with the same force and effect as
though made on and as of this date.
(d) No material adverse change shall have occurred in the business,
operations, financial condition or prospects of Borrower or Guarantor, and
no material adverse litigation shall
be pending or, to the knowledge of Borrower or Guarantor, threatened,
against Borrower or Guarantor.
(e) All corporate and legal proceedings and all documents required to
be completed and executed by the provisions of, and all instruments to be
executed in connection with the transactions contemplated by, this
Amendment and any related agreements shall be satisfactory in form and
substance to Lender.
(f) As of the date hereof, there shall exist no Event of Default under
the Agreement.
5. EXPENSES. Borrower shall pay all out-of-pocket expenses arising in
connection with the preparation, execution, delivery and administration of this
Amendment, including, but not limited to, all reasonable legal fees and expenses
incurred by Lender.
6. CONTINUED EFFECT. Except to the extent amended hereby, all terms,
provisions and conditions of the Agreement and all of the other Agreements shall
continue in full force and effect and shall remain enforceable and binding in
accordance with their respective terms.
7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall for all purposes be deemed an original and all
of which are identical. All parties need not execute the same counterpart.
8. FINAL AGREEMENT. THIS WRITTEN AMENDMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT 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 UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
EXECUTED as of the date first above written.
RED MAN PIPE & SUPPLY CO.
By: /s/ XXX XXXXX
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Name: Xxx Xxxxx
Title: VP--Finance
BARCLAYS BUSINESS CREDIT, INC.
By: /s/ XXX X. XXXXXXXXXXX
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Name: Xxx X. Xxxxxxxxxxx
Title: Regional Vice President